Loan and Security Agreement



 Exhibit 10.6 
 [Execution Copy] 
 LOAN AND SECURITY AGREEMENT 

by and among 

SUPREME INTERNATIONAL, INC. 
 JANTZEN, INC. 
 as Borrowers 

and 
 PERRY ELLIS
INTERNATIONAL, INC. 
 PEI LICENSING, INC. 
 JANTZEN APPAREL CORP. 
 BBI RETAIL, L.L.C. 

SUPREME MUNSINGWEAR CANADA INC. 
 SUPREME REAL ESTATE I, LLC 
 SUPREME REAL ESTATE II, LLC 

SUPREME REALTY LLC 

PERRY ELLIS REAL ESTATE CORPORATION 
 as Guarantors 
 CONGRESS FINANCIAL CORPORATION (FLORIDA) 

as Agent 
 and

 THE LENDERS FROM TIME TO TIME PARTY HERETO 
 as Lenders 
 Dated: As of October 1, 2002 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
			
	 SECTION 1.
	  	 DEFINITIONS
	  	 	1	  
			
	 SECTION 2.
	  	 CREDIT FACILITIES
	  	 	32	  
	 2.1    
	  	 Loans
	  	 	32	  
	 2.2    
	  	 Letter of Credit Accommodations
	  	 	33	  
	 2.3    
	  	 Commitments
	  	 	37	  
			
	 SECTION 3.
	  	 INTEREST AND FEES
	  	 	38	  
	 3.1    
	  	 Interest
	  	 	38	  
	 3.2    
	  	 Fees
	  	 	39	  
	 3.3    
	  	 Changes in Laws and Increased Costs of Loans
	  	 	39	  
			
	 SECTION 4.
	  	 CONDITIONS PRECEDENT
	  	 	42	  
	 4.1    
	  	 Conditions Precedent to Initial Loans and Letter of Credit Accommodations
	  	 	42	  
	 4.2    
	  	 Conditions Precedent to All Loans and Letter of Credit Accommodations
	  	 	44	  
			
	 SECTION 5.
	  	 GRANT AND PERFECTION OF SECURITY INTEREST
	  	 	45	  
			
	 SECTION 6.
	  	 COLLECTION AND ADMINISTRATION
	  	 	50	  
	 6.1    
	  	 Borrowers’ Loan Accounts
	  	 	50	  
	 6.2    
	  	 Statements
	  	 	50	  
	 6.3    
	  	 Collection of Accounts
	  	 	51	  
	 6.4    
	  	 Payments
	  	 	52	  
	 6.5    
	  	 Authorization to Make Loans
	  	 	55	  
	 6.6    
	  	 Use of Proceeds
	  	 	55	  
	 6.7    
	  	 Appointment of Borrower Agent as Agent for Requesting Loans and Receipts of Loans and Statements
	  	 	56	  
	 6.8    
	  	 Pro Rata Treatment
	  	 	56	  
	 6.9    
	  	 Sharing of Payments, Etc.
	  	 	57	  
	 6.10  
	  	 Settlement Procedures
	  	 	58	  
	 6.11  
	  	 Obligations Several; Independent Nature of Lenders’ Rights
	  	 	60	  
			
	 SECTION 7.
	  	 COLLATERAL REPORTING AND COVENANTS
	  	 	60	  
	 7.1    
	  	 Collateral Reporting
	  	 	60	  
	 7.2    
	  	 Accounts Covenants
	  	 	62	  
	 7.3    
	  	 Inventory Covenants
	  	 	63	  
	 7.4    
	  	 Equipment and Real Property Covenants
	  	 	64	  


  
 (i)










							
	 7.5    
	  	 Power of Attorney
	  	 	64	  
	 7.6    
	  	 Right to Cure
	  	 	65	  
	 7.7    
	  	 Access to Premises
	  	 	65	  
			
	 SECTION 8.
	  	 REPRESENTATIONS AND WARRANTIES
	  	 	66	  
	 8.1    
	  	 Corporate Existence, Power and Authority
	  	 	66	  
	 8.2    
	  	 Name; State of Organization; Chief Executive Office; Collateral Locations
	  	 	66	  
	 8.3    
	  	 Financial Statements; No Material Adverse Change
	  	 	67	  
	 8.4    
	  	 Priority of Liens; Title to Properties
	  	 	67	  
	 8.5    
	  	 Tax Returns
	  	 	67	  
	 8.6    
	  	 Litigation
	  	 	68	  
	 8.7    
	  	 Compliance with Other Agreements and Applicable Laws
	  	 	68	  
	 8.8    
	  	 Environmental Compliance
	  	 	68	  
	 8.9    
	  	 Employee Benefits
	  	 	69	  
	 8.10  
	  	 Bank Accounts
	  	 	70	  
	 8.11  
	  	 Intellectual Property
	  	 	70	  
	 8.12  
	  	 Subsidiaries; Affiliates; Capitalization; Solvency
	  	 	71	  
	 8.13  
	  	 Labor Disputes
	  	 	71	  
	 8.14  
	  	 Restrictions on Subsidiaries
	  	 	72	  
	 8.15  
	  	 Material Contracts
	  	 	72	  
	 8.16  
	  	 Payable Practices
	  	 	72	  
	 8.17  
	  	 Accuracy and Completeness of Information
	  	 	72	  
	 8.18  
	  	 Survival of Warranties; Cumulative
	  	 	72	  
			
	 SECTION 9.
	  	 AFFIRMATIVE AND NEGATIVE COVENANTS
	  	 	73	  
	 9.1    
	  	 Maintenance of Existence
	  	 	73	  
	 9.2    
	  	 New Collateral Locations
	  	 	73	  
	 9.3    
	  	 Compliance with Laws, Regulations, Etc.
	  	 	73	  
	 9.4    
	  	 Payment of Taxes and Claims
	  	 	75	  
	 9.5    
	  	 Insurance
	  	 	75	  
	 9.6    
	  	 Financial Statements and Other Information
	  	 	76	  
	 9.7    
	  	 Sale of Assets, Consolidation, Merger, Dissolution, Etc.
	  	 	77	  
	 9.8    
	  	 Encumbrances
	  	 	81	  
	 9.9    
	  	 Indebtedness
	  	 	84	  
	 9.10  
	  	 Loans, Investments, Etc.
	  	 	93	  
	 9.11  
	  	 Dividends and Redemptions
	  	 	98	  
	 9.12  
	  	 Transactions with Affiliates
	  	 	99	  
	 9.13  
	  	 Compliance with ERISA
	  	 	100	  
	 9.14  
	  	 End of Fiscal Years; Fiscal Quarters
	  	 	100	  
	 9.15  
	  	 Change in Business
	  	 	100	  
	 9.16  
	  	 Limitation of Restrictions Affecting Subsidiaries
	  	 	100	  


  
 (ii)










							
	 9.17  
	  	Minimum EBITDA	  	 	101	  
	 9.18  
	  	License Agreements	  	 	101	  
	 9.19  
	  	Costs and Expenses	  	 	102	  
	 9.20  
	  	Further Assurances	  	 	103	  
			
	 SECTION 10.
	  	EVENTS OF DEFAULT AND REMEDIES	  	 	103	  
	 10.1  
	  	Events of Default	  	 	103	  
	 10.2  
	  	Remedies	  	 	105	  
			
	 SECTION 11.
	  	JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW	  	 	109	  
	 11.1  
	  	Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver	  	 	109	  
	 11.2  
	  	Waiver of Notices	  	 	110	  
	 11.3  
	  	Amendments and Waivers	  	 	111	  
	 11.4  
	  	Waiver of Counterclaims	  	 	112	  
	 11.5  
	  	Indemnification	  	 	112	  
			
	 SECTION 12.
	  	THE AGENT	  	 	114	  
	 12.1  
	  	Appointment, Powers and Immunities	  	 	114	  
	 12.2  
	  	Reliance by Agent	  	 	114	  
	 12.3  
	  	Events of Default	  	 	115	  
	 12.4  
	  	Congress in its Individual Capacity	  	 	115	  
	 12.5  
	  	Indemnification	  	 	115	  
	 12.6  
	  	Non-Reliance on Agent and Other Lenders	  	 	116	  
	 12.7  
	  	Failure to Act	  	 	116	  
	 12.8  
	  	Additional Loans	  	 	116	  
	 12.9  
	  	Concerning the Collateral and the Related Financing Agreements	  	 	117	  
	 12.10
	  	Field Audit, Examination Reports and other Information; Disclaimer by Lenders	  	 	117	  
	 12.11
	  	Collateral Matters	  	 	118	  
	 12.12
	  	Agency for Perfection	  	 	119	  
			
	 SECTION 13.
	  	TERM OF AGREEMENT; MISCELLANEOUS	  	 	120	  
	 13.1  
	  	Term	  	 	120	  
	 13.2  
	  	Interpretative Provisions	  	 	121	  
	 13.3  
	  	Notices	  	 	123	  
	 13.4  
	  	Partial Invalidity	  	 	123	  
	 13.5  
	  	Confidentiality	  	 	124	  
	 13.6  
	  	Successors	  	 	125	  
	 13.7  
	  	Assignments; Participations	  	 	125	  
	 13.8  
	  	Entire Agreement	  	 	127	  


  
 (iii)









 INDEX TO 
 EXHIBITS AND SCHEDULES 
  

			
		
	 Exhibit A
	  	Form of Assignment and Acceptance
		
	 Exhibit B
	  	Information Certificate
		
	 Exhibit C
	  	Form of Borrowing Base Certificate
		
	 Exhibit D
	  	Form of Compliance Certificate
		
	 Schedule 1.43
	  	Existing Lenders
		
	 Schedule 1.44
	  	Existing Letters of Credit
		
	 Schedule 1.108
	  	Senior Note Priority Collateral
		
	 Schedule 9.7(b)
	  	Existing Licenses of Trademarks Owned by Borrowers or Guarantors to Third Parties


  
 ((iv)









 LOAN AND SECURITY AGREEMENT 

This Loan and Security Agreement dated September     , 2002 is entered into by and among Supreme
International, Inc., a Delaware corporation (“Supreme”) and Jantzen, Inc., a Delaware corporation (“Jantzen”, and together with Supreme, each individually a “Borrower” and collectively, “Borrowers”), Perry
Ellis International, Inc., a Florida corporation (“Parent”), PEI Licensing, Inc., a Delaware corporation (“PEI Licensing”), Jantzen Apparel Corp., a Delaware corporation (“Jantzen Apparel”), BBI Retail, L.L.C., a
Florida limited liability company (“BBI”), Supreme I Real Estate, LLC, a Florida limited liability company (“Supreme I”), Supreme II Real Estate, LLC, a Florida limited liability company (“Supreme II”) and Supreme
Realty LLC, a Florida limited liability company (“Supreme Realty”), Supreme Munsingwear Canada Inc., a Canada corporation (“Supreme Canada”), Perry Ellis Real Estate Corporation, a Delaware corporation (“PE Real
Estate”, and together with Parent, PEI Licensing, Jantzen Apparel, BBI, Supreme I, Supreme II, Supreme Realty and Supreme Canada, each individually a “Guarantor” and collectively, “Guarantors”), the parties hereto as
lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders”) and Congress Financial Corporation (Florida) , a Florida corporation, in its capacity as
agent for Lenders (in such capacity, “Agent”). 
 W I T N E S S E T H: 

WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders enter into financing arrangements with Borrowers pursuant to
which Lenders may make Loans and provide other financial accommodations to Borrowers; and 
 WHEREAS, each Lender is willing to
agree (severally and not jointly) to make such Loans and provide such financial accommodations to Borrowers on a pro rata basis according to its Commitment (as defined below) on the terms and conditions set forth herein and Agent is willing to act
as agent for Lenders on the terms and conditions set forth herein and the other Financing Agreements; 
 NOW, THEREFORE, in
consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

SECTION 1. DEFINITIONS 
 For
purposes of this Agreement, the following terms shall have the respective meanings given to them below: 
 1.1
“Accounts” shall mean, as to each Borrower and Guarantor, all present and future rights of such Borrower and Guarantor to payment of a monetary obligation, whether or not earned by performance, which is not evidenced by chattel paper or an
instrument, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a secondary obligation incurred or to be incurred, or
(d) arising out of the use of a credit or charge card or information contained on or for use with the card. 







 1.2 “Adjusted Eurodollar Rate” shall mean, with respect to
each Interest Period for any Eurodollar Rate Loan, the rate per annum (rounded upwards, if necessary, to the next one-sixteenth
( 1/16) of one (1%) percent) determined by
dividing (a) the Eurodollar Rate for such Interest Period by (b) a percentage equal to: (i) one (1) minus (ii) the Reserve Percentage. For purposes hereof, “Reserve Percentage” shall mean the reserve percentage,
expressed as a decimal, prescribed by any United States or foreign banking authority for determining the reserve requirement which is or would be applicable to deposits of United States dollars in a non-United States or an international banking
office of Reference Bank used to fund a Eurodollar Rate Loan or any Eurodollar Rate Loan made with the proceeds of such deposit, whether or not the Reference Bank actually holds or has made any such deposits or Loans. The Adjusted Eurodollar Rate
shall be adjusted on and as of the effective day of any change in the Reserve Percentage. 
 1.3 “Affiliate”
shall mean, with respect to a specified Person, any other Person which directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such Person, and without limiting the generality of the
foregoing, includes (a) any Person which beneficially owns or holds five (5%) percent or more of any class of Voting Stock of such Person or other equity interests in such Person, (b) any Person of which such Person beneficially owns
or holds five (5%) percent or more of any class of Voting Stock or in which such Person beneficially owns or holds five (5%) percent or more of the equity interests and (c) any director or executive officer of such Person. For the
purposes of this definition, the term “control” (including with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by agreement or otherwise. 

1.4 “Agent” shall mean Congress Financial Corporation (Florida), in its capacity as agent on behalf of Lenders pursuant to the
terms hereof and any replacement or successor agent hereunder. 
 1.5 “Agent Payment Account” shall mean account no.
5000000030334 of Agent at Wachovia Bank, National Association, or such other account of Agent as Agent may from time to time designate to Borrower Agent as the Agent Payment Account for purposes of this Agreement and the other Financing Agreements.


  
 2 








 1.6 “Applicable Margin” means, at any time, as to the interest rate for Prime Rate
Loans and the interest rate for Eurodollar Rate Loans the applicable percentage (on a per annum basis) set forth below if either (a) the sum of: (i) the Quarterly Average Excess Availability for the immediately preceding fiscal quarter
plus (ii) the Excess Cash as of the last day of the immediately preceding fiscal quarter is at or within the amounts indicated for such percentage or (b) the Leverage Ratio as of the last day of the immediately preceding fiscal quarter
(which ratio for this purpose shall be calculated based on the four (4) immediately preceding fiscal quarters) is at or within the levels indicated for such percentage: 

 

													
	 Tier
	  	 Quarterly Average

Excess Availability
 plus Excess Cash
	  	 Leverage Ratio
	  	Applicable
Prime
Rate Margin	 	 	Applicable
Eurodollar

Rate Margin	 
	 1
	  	 $35,000,000 or more
	  	 2.00 to 1.00 or less
	  	 	0	% 	 	 	2	% 
					
	 2
	  	 Greater than or equal to

$25,000,000 and less

than $35,000,000
	  	 Greater than 2.00 to 1.00

but equal to or less than

3.00 to 1.00
	  	 	0	% 	 	 	2  1/4	% 
					
	 3
	  	 Greater than or equal to

$15,000,000 and less

than $25,000,000
	  	 Greater than 3.00 to 1.00

but equal to or less than

4.00 to 1.00
	  	 	 1/4	% 	 	 	2  1/2	% 
					
	 4
	  	 Less than $15,000,000
	  	 Greater than 4.00 to 1.00
	  	 	 1/2	% 	 	 	2  3/4	% 

 provided, that, (i) the Applicable
Margin shall be calculated and established once each fiscal quarter (commencing with the fiscal quarter ending January 31, 2003) and shall remain in effect until adjusted thereafter at the end of the next quarter and (ii) the Applicable
Margin shall be the lower percentage set forth above based on (A) the sum of the Quarterly Average Excess Availability and the Excess Cash as provided above or (B) the Leverage Ratio. 

1.7 “Assignment and Acceptance” shall mean an Assignment and Acceptance substantially in the form of Exhibit A attached hereto
(with blanks appropriately completed) delivered to Agent in connection with an assignment of a Lender’s interest hereunder in accordance with the provisions of Section 13.7 hereof. 

1.8 “Blocked Accounts” shall have the meaning set forth in Section 6.3 hereof. 

1.9 “Borrower Agent” shall mean Perry Ellis International, Inc., a Florida corporation in its capacity as Borrower Agent on
behalf of itself and the other Borrowers pursuant to Section 6.7 hereof and it successors and assigns in such capacity. 

1.10 “Borrowing Base” shall mean, at any time, as to each Borrower, the amount equal to: 

(a) the lesser of: 
 (i) the amount equal to: (A) eighty-five (85%) percent of the Eligible Accounts of such Borrower, plus (B) eighty-five (85%) percent of the Eligible Factor Receivables of such
Borrower, plus (C) the lesser of the Inventory Loan Limit for such Borrower or the lesser of (1) sixty-five (65%) percent multiplied by the Value of the Eligible Inventory of such Borrower consisting of finished goods or
(2) eighty-five (85%) percent of the Net Recovery Percentage (such percentage of the Net Recovery Percentage being sixty-two (62%) percent as of the date hereof) multiplied by the Value of such Eligible Inventory, or 

  
 3 








 (ii) the Loan Limit for such Borrower, 

minus 
 (b)
Reserves attributable to such Borrower. 
 For purposes only of applying the Inventory Loan Limit, Agent may treat the then undrawn amounts of
outstanding Letter of Credit Accommodations for the purpose of purchasing Eligible Inventory as Loans to the extent Agent is in effect basing the issuance of the Letter of Credit Accommodations on the Value of the Eligible Inventory being purchased
with such Letter of Credit Accommodations. In determining the actual amounts of such Letter of Credit Accommodations to be so treated for purposes of the sublimit, the outstanding Loans and Reserves shall be attributed first to any components of the
lending formulas set forth above that are not subject to such sublimit, before being attributed to the components of the lending formulas subject to such sublimit. 
 1.11 “Business Day” shall mean any day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required to close under the laws of the State of Florida, or the
State of North Carolina, and a day on which Agent is open for the transaction of business, except that if a determination of a Business Day shall relate to any Eurodollar Rate Loans, the term Business Day shall also exclude any day on which banks
are closed for dealings in dollar deposits in the London interbank market or other applicable Eurodollar Rate market. 
 1.12
“Capital Leases” shall mean, as applied to any Person, any lease of (or any agreement conveying the right to use) any property (whether real, personal or mixed) by such Person as lessee which in accordance with GAAP, is required to be
reflected as a liability on the balance sheet of such Person. 
 1.13 “Capital Stock” shall mean, with respect to any
Person, any and all shares, interests, participations or other equivalents (however designated) of such Person’s capital stock or partnership, limited liability company or other equity interests at any time outstanding, and any and all rights,
warrants or options exchangeable for or convertible into such capital stock or other interests (but excluding any debt security that is exchangeable for or convertible into such capital stock). 

  
 4 








 1.14 “Cash Equivalents” shall mean, at any time, (a) any evidence of
Indebtedness with a maturity date of ninety (90) days or less issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof; provided, that, the full faith and credit of the United
States of America is pledged in support thereof; (b) certificates of deposit or bankers’ acceptances with a maturity of ninety (90) days or less of any financial institution that is a member of the Federal Reserve System having
combined capital and surplus and undivided profits of not less than $250,000,000; (c) commercial paper (including variable rate demand notes) with a maturity of ninety (90) days or less issued by a corporation (except an Affiliate of any
Borrower or Guarantor) organized under the laws of any State of the United States of America or the District of Columbia and rated at least A-1 by Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc. or at
least P-1 by Moody’s Investors Service, Inc.; (d) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clause (a) above entered into with any financial
institution having combined capital and surplus and undivided profits of not less than $250,000,000; (e) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by
the United States of America or issued by any governmental agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within ninety (90) days or less from the date of acquisition; provided,
that, the terms of such agreements comply with the guidelines set forth in the Federal Financial Agreements of Depository Institutions with Securities Dealers and Others, as adopted by the Comptroller of the Currency on October 31, 1985; and
(f) investments in money market funds and mutual funds which invest substantially all of their assets in securities of the types described in clauses (a) through (e) above. 

1.15 “Change of Control” shall mean (a) the transfer (in one transaction or a series of transactions)
of all or substantially all of the assets of any Borrower or Guarantor to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), other than as permitted in Section 9.7 hereof; (b) the liquidation or
dissolution of any Borrower or Guarantor or the adoption of a plan by the stockholders of any Borrower or Guarantor relating to the dissolution or liquidation of such Borrower or Guarantor, other than as permitted in Section 9.7 hereof;
(c) the acquisition by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), except for one or more Permitted Holders, of beneficial ownership, directly or indirectly, of more than thirty-five
(35%) percent of the voting power of the total outstanding Voting Stock of Parent and either (i) the Permitted Holders beneficially own, directly or indirectly, in the aggregate, voting stock of Parent that represents a lesser percentage
of the aggregate voting power of all classes of the voting stock of Parent, voting together as a single class, than such other person or group and are not entitled to (by voting power, contract or otherwise) to elect directors of Parent having a
majority of the total voting power of the Board of Directors of Parent or (ii) such other person or group is entitled to elect directors of Parent having a majority of the total voting power of the Board of Directors of Parent; (d) during
any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Parent (together with any new directors whose election by the Board of Directors of Parent, or whose nomination
for election by the stockholders of such Borrower or Guarantor, as the case may be, was approved by a vote of at least sixty-six and two-thirds (66
 2/3%) percent of the directors then still in office
who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Parent then still in office;
(e) the failure of Parent to own directly or indirectly one hundred (100%) percent of the voting power of the total outstanding Voting Stock of any other Borrower or Obligor; or (f) any “Change of Control” as defined in the
Senior Note Indenture or the Subordinated Note Indenture. 

  
 5 








 1.16 “Code” shall mean the Internal Revenue Code of 1986, as the same now exists
or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto. 
 1.17 “Collateral” shall have the meaning set forth in Section 5 hereof. 
 1.18 “Collateral Access Agreement” shall mean an agreement in writing, in form and substance satisfactory to Agent, from any lessor of premises to any Borrower or Guarantor, or any other person
to whom any Collateral is consigned or who has custody, control or possession of any such Collateral or is otherwise the owner or operator of any premises on which any of such Collateral is located, pursuant to which such lessor, consignee or other
person, inter alia, acknowledges the first priority security interest of Agent in such Collateral, agrees to waive any and all claims such lessor, consignee or other person may, at any time, have against such Collateral, whether for processing,
storage or otherwise, and agrees to permit Agent access to, and the right to remain on, the premises of such lessor, consignee or other person so as to exercise Agent’s rights and remedies and otherwise deal with such Collateral and in the case
of any consignee or other person who at any time has custody, control or possession of any Collateral, acknowledges that it holds and will hold possession of the Collateral for the benefit of Agent and Lenders and agrees to follow all instructions
of Agent with respect thereto. 
 1.19 “Commitment” shall mean, at any time, as to each Lender, the principal amount
set forth below such Lender’s signature on the signatures pages hereto designated as the Commitment or on Schedule 1 to the Assignment and Acceptance Agreement pursuant to which such Lender became a Lender hereunder in accordance with the
provisions of Section 13.7 hereof, as the same may be adjusted from time to time in accordance with the terms hereof; sometimes being collectively referred to herein as “Commitments”. 

1.20 “Congress” shall mean Congress Financial Corporation (Florida), a Florida corporation, in its individual capacity, and its
successors and assigns. 
 1.21 “Consolidated Net Income” shall mean, with respect to any Person for any period, the
aggregate of the net income (loss) of such Person and its Subsidiaries, on a consolidated basis, for such period (excluding to the extent included therein any extraordinary or non-recurring gains and extraordinary non-cash charges, including
impairment charges to property, plant and equipment or goodwill and non-cash employee stock option expenses) after deducting all charges which should be deducted before arriving at the net income (loss) for such period and after deducting the
Provision for Taxes for such period, all as determined in accordance with GAAP; provided, that, (a) the net income of any Person that is not a wholly-owned Subsidiary or that is accounted for by the equity method of accounting shall be included
only to the extent of the amount of dividends or distributions paid or payable to such Person or a wholly-owned Subsidiary of such Person; (b) except to the extent included pursuant to the foregoing clause, the net income of any Person accrued
prior to the date it becomes a wholly-owned Subsidiary of such Person or is merged into or consolidated with such Person or any of its wholly-owned Subsidiaries or that Person’s assets are acquired by such Person or by any of its wholly-owned
Subsidiaries shall be excluded; and (c) the effect of any change in accounting principles adopted by such Person or its Subsidiaries after the date hereof shall be excluded. For the purposes of this definition, net income excludes any gain and
non-cash loss (but not any cash loss) together with any related Provision for Taxes for such gain and non-cash loss (but not any cash loss) realized upon the sale or other disposition of any assets that are not sold in the ordinary course of
business (including, without limitation, dispositions pursuant to sale and leaseback transactions) or of any capital stock of such Person or a Subsidiary of such Person and any net income realized as a result of changes in accounting principles or
the application thereof to such Person. 

  
 6 








 1.22 “Credit Facility” shall mean the Loans and Letter of Credit Accommodations
provided to or for the benefit of any Borrower pursuant to Sections 2.1 and 2.2 hereof. 
 1.23 “Currency Exchange
Agreements” shall mean, collectively, any spot or forward foreign exchange agreements and currency swap, currency option or other similar financial agreements or arrangements entered into by any Borrower or Guarantor designed to protect against
or manage exposure to fluctuations in foreign currency exchange rates; sometimes being referred to herein individually as a “Currency Exchange Agreement”. 
 1.24 “Default” shall mean an act, condition or event which with notice or passage of time or both would constitute an Event of Default. 

1.25 “Defaulting Lender” shall have the meaning set forth in Section 6.10 hereof. 

1.26 “Deposit Account Control Agreement” shall mean an agreement in writing, in form and substance reasonably satisfactory to
Agent, by and among Agent, any Borrower or any Guarantor with a deposit account at any bank and the bank at which such deposit account is at any time maintained which provides that such bank will comply with instructions originated by Agent
directing disposition of the funds in the deposit account without further consent by such Borrower or Guarantor and such other terms and conditions as Agent may reasonably require, including as to any such agreement with respect to any Blocked
Account, providing that all items received or deposited in the Blocked Accounts are the property of Agent, that the bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from
time to time on deposit therein and that the bank will wire, or otherwise transfer, in immediately available funds, on a daily basis to the Agent Payment Account all funds received or deposited into the Blocked Accounts. 

1.27 “EBITDA” shall mean, as to any Person, with respect to any period, an amount equal to: (a) the Consolidated Net
Income of such Person for such period, plus (b) depreciation and amortization for such period (to the extent deducted in the computation of Consolidated Net Income of such Person), all in accordance with GAAP, plus (c) Interest Expense for
such period (to the extent deducted in the computation of Consolidated Net Income of such Person), plus (d) the Provision of Taxes for such period (to the extent deducted in the computation of Consolidated Net Income of such Person).


  
 7 








 1.28 “Eligible Accounts” shall mean, as to each Borrower, Accounts created by such
Borrower which are and continue to be acceptable to Agent based on the criteria set forth below. In general, Accounts shall be Eligible Accounts of a Borrower if: 
 (a) such Accounts arise from the actual and bona fide sale and delivery of goods by such Borrower or rendition of services by such Borrower in the ordinary course of its business which transactions are
completed in accordance with the terms and provisions contained in any documents related thereto; 
 (b) such Accounts are not
unpaid more than the earlier of sixty (60) days after the original due date for them or one hundred twenty (120) days after the date of the original invoice for them; 

(c) such Accounts comply with the terms and conditions contained in Section 7.2(b) of this Agreement; 

(d) such Accounts do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which
payment by the account debtor may be conditional or contingent; 
 (e) the chief executive office of the account debtor with
respect to such Accounts is located in the United States of America or Canada (provided, that, at any time promptly upon Agent’s request, such Borrower shall execute and deliver, or cause to be executed and delivered, such other agreements,
documents and instruments as may be required by Agent to perfect the security interests of Agent in those Accounts of an account debtor with its chief executive office or principal place of business in Canada in accordance with the applicable laws
of the Province of Canada in which such chief executive office or principal place of business is located and take or cause to be taken such other and further actions as Agent may request to enable Agent as secured party with respect thereto to
collect such Accounts under the applicable Federal or Provincial laws of Canada) or, at Agent’s option, if the chief executive office and principal place of business of the account debtor with respect to such Accounts is located other than in
the United States of America or Canada, then if either: (i) the account debtor has delivered to such Borrower an irrevocable letter of credit issued or confirmed by a bank satisfactory to Agent and payable only in the United States of America
and in U.S. dollars, sufficient to cover such Account, in form and substance satisfactory to Agent and if required by Agent, the original of such letter of credit has been delivered to Agent or Agent’s agent and the issuer thereof, and such
Borrower has complied with the terms of Section 5.2(f) hereof with respect to the assignment of the proceeds of such letter of credit to Agent or naming Agent as transferee beneficiary thereunder, as Agent may specify, or (ii) such Account
is subject to credit insurance payable to Agent issued by an insurer and on terms and in an amount acceptable to Agent, or (iii) such Account is otherwise acceptable in all respects to Agent (subject to such lending formula with respect thereto
as Agent may determine); 

  
 8 








 (f) such Accounts do not consist of progress billings (such that the obligation of the
account debtors with respect to such Accounts is conditioned upon such Borrower’s satisfactory completion of any further performance under the agreement giving rise thereto), bill and hold invoices or retainage invoices, except as to bill and
hold invoices, if Agent shall have received an agreement in writing from the account debtor, in form and substance satisfactory to Agent, confirming the unconditional obligation of the account debtor to take the goods related thereto and pay such
invoice; 
 (g) the account debtor with respect to such Accounts has not asserted a counterclaim, defense or dispute and does
not have, and does not engage in transactions which may give rise to any right of setoff or recoupment against such Accounts (but the portion of the Accounts of such account debtor in excess of the amount at any time and from time to time owed by
such Borrower to such account debtor or claimed owed by such account debtor may be deemed Eligible Accounts), 
 (h) there are
no facts, events or occurrences which would impair the validity, enforceability or collectibility of such Accounts or reduce the amount payable or delay payment thereunder; 
 (i) such Accounts are subject to the first priority, valid and perfected security interest of Agent and any goods giving rise thereto are not, and were not at the time of the sale thereof, subject to any
liens except those permitted under this Agreement that are subject and subordinate to the security interests of Agent pursuant to an intercreditor agreement in form and substance satisfactory to Agent between the holder of such security interest or
lien and Agent; 
 (j) neither the account debtor nor any officer or employee of the account debtor with respect to such
Accounts is an officer, employee, agent or other Affiliate of any Borrower or Guarantor; 
 (k) the account debtors with respect
to such Accounts are not any foreign government, the United States of America, any State, political subdivision, department, agency or instrumentality thereof, except that if the account debtor is the United States of America, any State, political
subdivision, department, agency or instrumentality thereof such Accounts may be Eligible Accounts so long as upon Agent’s request at any time that a Default or Event of Default exists or has occurred or the aggregate amount of such Accounts
outstanding exceed $1,000,000 or the aggregate amount of the Excess Availability of Borrowers is less than $5,000,000, the Federal Assignment of Claims Act of 1940, as amended or any similar State or local law, if applicable, has been complied with
in a manner satisfactory to Agent; 

  
 9 








 (l) there are no proceedings or actions which are threatened or pending against the account
debtors with respect to such Accounts which might result in any material adverse change in any such account debtor’s financial condition (including, without limitation, any bankruptcy, dissolution, liquidation, reorganization or similar
proceeding); 
 (m) such Accounts are not evidenced by or arising under any instrument or chattel paper and do not arise in
connection with royalties or other payments with respect to the licensing or grant of a right to use any Intellectual Property or do not constitute Accounts that have been sold or assigned to any Factor or constitute Factor Receivables or any other
amounts payable by any Factor to such Borrower; 
 (n) the aggregate amount of such Accounts owing by a single account debtor
(other than Wal-Mart, Kohls, Mervyns, J.C. Penney, Target or Sears Roebuck & Co.) do not constitute more than ten (10%) percent of the aggregate amount of all otherwise Eligible Accounts and such Accounts owing by Wal-Mart, Kohl, and
Mervyns in each case do not constitute more than twenty-five (25%) percent of the aggregate amount of all otherwise Eligible Accounts and such Accounts owing by each of J.C. Penney, Target and Sears Roebuck & Co. do not in each case
constitute more than twenty (20%) percent of the aggregate amount of all otherwise Eligible Accounts (but the portion of the Accounts not in excess of the applicable percentages may be deemed Eligible Accounts), provided, that, in the event
that the aggregate amount of such Accounts owing by a single account debtor that is a nationally recognized retailer (other than those mentioned above) and whose short term commercial paper rating is at least A or higher by Moody’s Investors
Service, Inc. or A-3 or higher by Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc. or whose long term unsecured debt rating is at least A or higher by Standard & Poor’s Ratings Service, a
division of The McGraw-Hill Companies, Inc. or Moody’s Investors Service, Inc., then as to the Accounts of such nationally recognized retailer, such percentage shall be increased to fifteen (15%) percent; 

(o) such Accounts are not owed by an account debtor who has Accounts unpaid more than the lesser of sixty (60) days after the
original due date for them or one hundred twenty (120) days after the original invoice date for them which constitute more than fifty (50%) percent of the total Accounts of such account debtor; 

(p) the account debtor is not located in a state requiring the filing of a Notice of Business Activities Report or similar report in
order to permit such Borrower to seek judicial enforcement in such State of payment of such Account, unless such Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the
then current year or such failure to file and inability to seek judicial enforcement is capable of being remedied without any material delay or material cost; 
 (q) such Accounts are owed by account debtors whose total indebtedness to such Borrower does not exceed the credit limit with respect to such account debtors as determined by such Borrower from time to
time, to the extent such credit limit as to any account debtor is established consistent with the current practices of such Borrower as of the date hereof and to the extent such credit limits are established by such Borrower consistent with such
practices, such credit limit is acceptable to Agent (but the portion of the Accounts not in excess of such credit limit may be deemed Eligible Accounts); and 

  
 10 









 (r) such Accounts are owed by account debtors reasonably deemed creditworthy at all times by
Agent. 
 The criteria for Eligible Accounts set forth above may only be changed and any new criteria for Eligible Accounts may only be
established by Agent in good faith based on either: (i) an event, condition or other circumstance arising after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no
written notice thereof from a Borrower prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect the Accounts in the good faith determination of Agent. Any
Accounts which are not Eligible Accounts shall nevertheless be part of the Collateral. 
 1.29 “Eligible Factor
Receivables” shall mean, as to each Borrower, Factor Receivables arising from the sale of Accounts by such Borrower to a Factor pursuant to and in accordance with the terms and conditions of the Factoring Agreements of such Borrower with such
Factor, which are and continue to be acceptable to Agent based on the criteria set forth below, less any charges, commissions, fees, chargebacks, deductions, setoffs and other amounts payable to such Factor; provided, that, regardless of the
aggregate amount of Factor Receivables or Receivables that might satisfy the criteria so as to constitute Eligible Factor Receivables, in no event shall the aggregate amount of the Factor Receivables that constitute Eligible Factor Receivables be
deemed to be more than $5,000,000 at any time. In general, subject to such limitation, Factor Receivables shall be Eligible Factor Receivables of a Borrower if: 
 (a) the Accounts of such Borrower so sold to the Factor giving rise to such Factor Receivable have been approved by such Factor for its own credit risk and the sale of goods giving rise to such Accounts
so sold have been approved and accepted by such Factor in accordance with the terms and conditions of the applicable Factoring Agreements (and such Accounts do not constitute “client risk” Accounts under the terms of the arrangements of
such Borrower with such Factor); 
 (b) such Factor Receivable has been validly assigned by such Borrower to Agent and is
payable to Agent pursuant to the Factor Assignment Agreement with the Factor obligated to pay such Factor Receivable; 
 (c)
Agent shall have received a Factor Assignment Agreement duly authorized, executed and delivered by the Factor obligated in respect of such Factor Receivable and such Factor Assignment Agreement shall be in full force and effect and such Factor shall
be in compliance in all respects with the terms thereof; 

  
 11 









 (d) such Factor Receivable is not unpaid after the date specified for payment under the
terms of the Factoring Agreements applicable thereto; 
 (e) such Factor Receivable is subject to the first priority, valid and
perfected security interest of Agent and is not subject to any other security interest, pledge, lien, claim or other encumbrance except those permitted under this Agreement that are subject and subordinate to the security interests of Agent pursuant
to an intercreditor agreement in form and substance satisfactory to Agent between the holder of such security interest or lien and Agent; 
 (f) the Factoring Agreements of such Borrower with the Factor obligated on such Factor Receivable shall be in full force and effect and each party to the Factoring Agreements with the Factor obligated on
such Factor Receivable shall be in compliance with the terms and conditions thereof and no breach of such terms or default or event of default thereunder shall exist or have occurred; 

(g) the Factor obligated in respect of such Factor Receivable shall not have sent any notice of default or of the failure of such
Borrower to comply with any of the terms of the applicable Factoring Agreements or otherwise notified any Borrower or Guarantor of the intention of such Factor to cease or suspend payments to such Borrower in respect of the Factor Receivable;

 (h) there are no facts, events or occurrences which would impair the validity, enforceability or collectability of such
Factor Receivable or delay payment thereunder; 
 (i) the Accounts of such Borrower sold giving rise to such Factor Receivable
satisfy all of the conditions for the purchase thereof by the Factor obligated thereon and the approval and acceptance of such sale by such Factor in accordance with the terms of the applicable Factoring Agreements and shall not be subject to any
chargeback or other right of such Factor to reassign such Account to such Borrower (whether or not such Factor exercises such right) or obligation of such Borrower to pay the amount of such Account to such Factor, whether because the goods sold
giving rise to such Account have been rejected or returned by the account debtor owing such Account or otherwise; 
 (j) the
Accounts sold giving rise to such Factor Receivable are not unpaid more than the earlier of sixty (60) days after the original due date for them or ninety (90) days after the date of the original invoice for them; 

(k) such Accounts sold giving rise to such Factor Receivable comply with the terms and conditions contained in Section 7.2(b) of
this Agreement. 
 The criteria for Eligible Factor Receivables set forth above may only be changed and any new criteria for Eligible Factor
Receivables may only be established by Agent in good faith based on either: (i) an event, condition or other circumstance arising after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the
extent Agent has no written notice thereof from a Borrower prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect the Factor Receivables in the good
faith determination of Agent. Any Factor Receivables which are not Eligible Factor Receivables shall nevertheless be part of the Collateral. 

  
 12 









 1.30 “Eligible Inventory” shall mean, as to each Borrower, Inventory of such
Borrower consisting of finished goods held for resale in the ordinary course of the business of such Borrower, in each case which are acceptable to Agent based on the criteria set forth below. In general, Eligible Inventory shall not include
(a) raw materials; (b) work-in-process; (c) components which are not part of finished goods; (d) spare parts for equipment; (e) packaging and shipping materials; (f) supplies used or consumed in such Borrower’s
business; (g) Inventory at premises other than those owned or leased and controlled by any Borrower; provided, that, (i) as to locations which are leased by a Borrower, if Agent shall not have received a Collateral Access Agreement from
the owner and lessor with respect to such location, duly authorized, executed and delivered by such owner and lessor (or Agent shall determine to accept a Collateral Access Agreement that does not include all required provisions or provisions in the
form otherwise required by Agent), Agent may, at its option, establish such Reserves in respect of amounts at any time due or to become due to the owner and lessor thereof as Agent shall determine; (h) Inventory subject to a security interest
or lien in favor of any Person except those permitted under this Agreement that are subject and subordinate to the security interests of Agent pursuant to an intercreditor agreement in form and substance satisfactory to Agent between the holder of
such security interest or lien and Agent; (i) bill and hold goods; (j) obsolete Inventory; (k) Inventory which is not subject to the first priority, valid and perfected security interest of Agent; (l) returned inventory (other
than returned inventory deemed salable that is to be resold by such Borrower and does not constitute Factor Priority Collateral), damaged inventory and/or defective Inventory; (m) Inventory purchased or sold on consignment and
(n) Inventory located outside the United States of America or Canada. The criteria for Eligible Inventory set forth above may only be changed and any new criteria for Eligible Inventory may only be established by Agent in good faith based on
either: (i) an event, condition or other circumstance arising after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no written notice thereof from a Borrower prior to
the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect the Inventory in the good faith determination of Agent. Any Inventory which is not Eligible Inventory
shall nevertheless be part of the Collateral. 
 1.31 “Eligible Transferee” shall mean (a) any Lender;
(b) the parent company of any Lender and/or any Affiliate of such Lender which is at least fifty (50%) percent owned by such Lender or its parent company; (c) any person (whether a corporation, partnership, trust or otherwise) that is
engaged in the business of making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or with respect to any Lender that is a
fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor,
and in each case is approved by Agent; and (d) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D under the Securities Act of 1933) approved by Agent, provided, that, (i) neither
any Borrower nor any Guarantor or any Affiliate of any Borrower or Guarantor shall qualify as an Eligible Transferee and (ii) no Person to whom any Indebtedness which is in any way subordinated in right of payment to any other Indebtedness of
any Borrower or Guarantor shall qualify as an Eligible Transferee, except as Agent may otherwise specifically agree. 

  
 13 









 1.32 “Environmental Laws” shall mean all foreign, Federal, State and local laws
(including common law), legislation, rules, codes, licenses, permits (including any conditions imposed therein), authorizations, judicial or administrative decisions, injunctions or agreements between any Borrower or Guarantor and any Governmental
Authority, (a) relating to pollution and the protection, preservation or restoration of the environment (including air, water vapor, surface water, ground water, drinking water, drinking water supply, surface land, subsurface land, plant and
animal life or any other natural resource), or to human health or safety, (b) relating to the exposure to, or the use, storage, recycling, treatment, generation, manufacture, processing, distribution, transportation, handling, labeling,
production, release or disposal, or threatened release, of Hazardous Materials, or (c) relating to all laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Materials. The term
“Environmental Laws” includes (i) the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Federal Superfund Amendments and Reauthorization Act, the Federal Water Pollution Control Act of 1972, the
Federal Clean Water Act, the Federal Clean Air Act, the Federal Resource Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments thereto), the Federal Solid Waste Disposal and the Federal Toxic Substances Control
Act, the Federal Insecticide, Fungicide and Rodenticide Act, and the Federal Safe Drinking Water Act of 1974, (ii) applicable state counterparts to such laws and (iii) any common law or equitable doctrine that may impose liability or
obligations for injuries or damages due to, or threatened as a result of, the presence of or exposure to any Hazardous Materials. 
 1.33 “Equipment” shall mean, as to each Borrower and Guarantor, all of such Borrower’s and Guarantor’s now owned and hereafter acquired equipment, wherever located, including
machinery, data processing and computer equipment (whether owned or licensed and including embedded software), vehicles, tools, furniture, fixtures, all attachments, accessions and property now or hereafter affixed thereto or used in connection
therewith, and substitutions and replacements thereof, wherever located. 
 1.34 “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, together with all rules, regulations and interpretations thereunder or related thereto. 

1.35 “ERISA Affiliate” shall mean any person required to be aggregated with any Borrower, any Guarantor or any of its or their
respective Subsidiaries under Sections 414(b), 414(c), 414(m) or 414(o) of the Code. 

  
 14 









 1.36 “ERISA Event” shall mean (a) any “reportable event”, as
defined in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Plan; (b) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or
Section 307 of ERISA; (c) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) the filing
pursuant to Section 412 of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the occurrence of a “prohibited transaction” with respect to which
any Borrower, Guarantor or any of its or their respective Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which any Borrower, Guarantor or any of its or their respective
Subsidiaries could otherwise be liable; (f) a complete or partial withdrawal by any Borrower, Guarantor or any ERISA Affiliate from a Multiemployer Plan or a cessation of operations which is treated as such a withdrawal or notification that a
Multiemployer Plan is in reorganization; (g) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the Pension Benefit
Guaranty Corporation to terminate a Plan; (h) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan;
(i) the imposition of any liability under Title IV of ERISA, other than the Pension Benefit Guaranty Corporation premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower, Guarantor or any ERISA Affiliate in excess of
$1,000,000 and (j) any other event or condition with respect to a Plan including any Plan subject to Title IV of ERISA maintained, or contributed to, by any ERISA Affiliate that could reasonably be expected to result in liability of any
Borrower in excess of $1,000,000. 
 1.37 “Eurodollar Rate” shall mean with respect to the
Interest Period for a Eurodollar Rate Loan, the interest rate per annum equal to the arithmetic average of the rates of interest per annum (rounded upwards, if necessary, to the next one-sixteenth ( 1/16) of one (1%) percent) at which Reference Bank is offered
deposits of United States dollars in the London interbank market (or other Eurodollar Rate market selected by a Borrower or Borrower Agent on behalf of such Borrower and approved by Agent) on or about 9:00 a.m. (New York time) two (2) Business
Days prior to the commencement of such Interest Period in amounts substantially equal to the principal amount of the Eurodollar Rate Loans requested by and available to such Borrower in accordance with this Agreement, with a maturity of comparable
duration to the Interest Period selected by or on behalf of a Borrower. 
 1.38 “Eurodollar Rate Loans” shall
mean any Loans or portion thereof on which interest is payable based on the Adjusted Eurodollar Rate in accordance with the terms hereof. 
 1.39 “Event of Default” shall mean the occurrence or existence of any event or condition described in Section 10.1 hereof. 

  
 15 









 1.40 “Excess Availability” shall mean, as to each Borrower, the amount, as
determined by Agent, calculated at any date, equal to: (a) the lesser of: (i) the Borrowing Base of such Borrower and (ii) the Loan Limit of such Borrower (in each case under (i) or (ii) after giving effect to any Reserves
other than any Reserves in respect of Letter of Credit Accommodations), minus (b) the sum of: (i) the amount of all then outstanding and unpaid Obligations of such Borrower (but not including for this purpose Obligations of such Borrower
arising pursuant to any guarantees in favor of Agent and Lenders of the Obligations of the other Borrowers or the then outstanding Letter of Credit Accommodations), plus (ii) the amount of all Reserves then established in respect of Letter of
Credit Accommodations, plus (iii) the aggregate amount of all then outstanding and unpaid trade payables and other obligations of such Borrower which are outstanding more than sixty (60) days past due as of such time (other than trade
payables or other obligations being contested or disputed by such Borrower in good faith). 
 1.41 “Excess Cash” shall
mean the cash or Cash Equivalents owned by a Borrower or Guarantor, which funds are and shall be available for use by a Borrower (directly or indirectly), without condition or restriction, free and clear of any pledge, security interest, lien, claim
or other encumbrance (except in favor of Agent) that are in account no. 817966 at Bank of America, N.A. or successor account so long as such account is subject to an Investment Property Control Agreement or Deposit Account Control Agreement in form
and substance satisfactory to Agent and Bank of America, N.A. is in compliance with the terms thereof. 
 1.42 “Exchange
Act” shall mean the Securities Exchange Act of 1934, together with all rules, regulations and interpretations thereunder or related thereto. 
 1.43 “Existing Lenders” shall mean the lenders to Borrowers listed on Schedule 1.43 hereto (and including Bank of America, N.A. in its capacity as agent acting for such lenders) and their
respective predecessors, successors and assigns. 
 1.44 “Existing Letters of Credit” shall mean, collectively, the
letters of credit issued for the account of a Borrower or Guarantor or for which such Borrower or Guarantor is otherwise liable listed on Schedule 1.44 hereto, as the same now exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced. 
 1.45 “Factor Assignment Agreements” shall mean, collectively, the following (as the
same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced): (a) the Assignment of Factoring Credit Balances, dated of even date herewith, between The CIT Group/Commercial Services, Inc. (as
assignee of Congress Talcott Corporation) and Agent, as acknowledged and agreed to by Borrowers and Guarantors; (b) the Assignment of Factoring Credit Balances, dated of even date herewith, between HSBC Business Credit, Inc. (formerly Republic
Business Credit Corporation) and Agent, as acknowledged and agreed to by Borrowers and Guarantors; and (c) any other assignment of factoring credit balances entered into after the date hereof between Agent and a Factor, in form and substance
satisfactory to Agent, as acknowledged by Borrowers and Guarantors; each of such Factor Assignment Agreements sometimes being referred to herein individually as a “Factor Assignment Agreement”. 

  
 16 









 1.46 “Factoring Agreements” shall mean, collectively, the following (as the same
now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced): (a) the Amended and Restated Collection Factoring Agreement, dated on or about the date hereof, between The CIT Group/Commercial Services,
Inc. (as assignee of Congress Talcott Corporation) and Supreme (as assignee of Parent), and all agreements, documents and instruments at any time executed and/or delivered by any Borrower or Guarantor in connection therewith; (b) the Factoring
Agreement, dated on or about the date hereof, between The CIT Group/Commercial Services, Inc. and Jantzen, and all agreements, documents and instruments at any time executed and/or delivered by any Borrower or Guarantor in connection therewith;
(c) the Amended and Restated Factoring Agreement, dated on or about the date hereof, between HSBC Business Credit (USA), Inc. (formerly Republic Business Credit Corporation) and Supreme (as assignee of Supreme International Corporation) and all
agreements, documents and instruments at any time executed and/or delivered by any Borrower or Guarantor in connection therewith; (d) the Factoring Agreement, dated on or about the date hereof, between HSBC Business Credit (USA), Inc. (formerly
Republic Business Credit Corporation) and Jantzen and all agreements, documents and instruments at any time executed and/or delivered by any Borrower or Guarantor in connection therewith; and (e) any other factoring agreement entered into by a
Borrower or Guarantor with a Factor after the date hereof, on then commercially reasonable terms, provided, that, (i) each of the conditions set forth in Section 9.7(b)(ix) with respect to the factoring arrangements subject to such
factoring agreement shall have been satisfied and (ii) any of the agreements referred to above with The CIT Group/Commercial Services, Inc. or HSBC Business Credit (USA), Inc. entered into after the date hereof shall be in form and substance
reasonably satisfactory to Agent; each of such Factoring Agreements sometimes being referred to herein individually as a “Factoring Agreement”. 
 1.47 “Factor Priority Collateral” shall mean (a) in the case of HSBC Business Credit (USA) Inc. and any other Factor (other than The CIT Group/Commercial Services, Inc.), collectively, the
following: (i) the accounts receivable of any Borrower or Guarantor in each case as set forth in an assignment submitted by such Borrower or Guarantor to such Factor in accordance with the terms of the applicable Factoring Agreement
(collectively, the “Assigned Accounts” and individually an “Assigned Account”), (ii) all supporting obligations with respect to any Assigned Accounts, (iii) all instruments at any time evidencing the payment obligation
of the account debtor arising from any Assigned Account, (iv) the invoices and shipping documents related to any Assigned Account, (v) unpaid seller’s rights of such Borrower or Guarantor with respect to any Assigned Account,
(vi) returned and repossessed goods sold giving rise to any Assigned Account (to the extent not returned to the inventory of such Borrower or Guarantor for resale), (vii) reserves and credit balances under the Factoring Agreements of such
Borrower or Guarantor with such Factor, and (viii) all proceeds of all the foregoing (including proceeds of inventory deemed to be accounts receivable) and (b) in the case of The CIT Group/Commercial Services, Inc. (“CIT”),
collectively, the following: (i) the accounts receivable of Supreme and Jantzen as set forth in an assignment submitted to CIT in accordance with the terms of the applicable Factoring Agreement (collectively, the “CIT Assigned
Accounts” and individually a “CIT Assigned Account”), documents exclusively relating to a CIT Assigned Account, chattel paper (including electronic chattel paper) exclusively relating to a CIT Assigned Account, general intangibles
exclusively relating to a CIT Assigned Account (including payment intangibles and all other rights to payment) and any other obligations owing to such Borrower exclusively relating to a CIT Assigned Account, (ii) unpaid seller’s rights
(including rescission, repossession replevin, reclamation and stoppage in transit) relating exclusively to a CIT Assigned Account, (iii) rights to any inventory represented by the foregoing, including returned goods, (iv) reserves and
credit balances arising under the Factoring Agreement of such Borrower with CIT, (v) guarantees, collateral, supporting obligations and letter of credit rights for the foregoing (including rights under any letters of credit or other credit
enhancements in favor of such Borrower), (vi) insurance policies, proceeds or rights relating exclusively to the foregoing, (vii) cash and non-cash proceeds of the foregoing, and (viii) books and records of such Borrower relating
exclusively to any of the foregoing; provided, that, nothing contained in this definition shall be construed to include in the Factor Priority Collateral any interest in any trademarks, tradenames, service marks, or similar or related general
intangibles. 

  
 17 









 1.48 “Factor Receivables” shall mean, as to each Borrower or Guarantor, the
Accounts of such Borrower or Guarantor consisting of the right to payment of a monetary obligation from a Factor for Accounts sold by such Borrower or Guarantor to such Factor pursuant to and in accordance with the terms and conditions of the
Factoring Agreements of such Borrower or Guarantor with such Factor. 
 1.49 “Factors” shall mean, collectively, the
following (together with their respective successors and assigns): (a) The CIT Group/Commercial Services, Inc. (as successor to Congress Talcott Corporation); (b) HSBC Business Credit (USA), Inc. (formerly Republic Business Credit
Corporation); and (c) any replacement factor acceptable to Agent that has executed and delivered to Agent a Factor Assignment Agreement in form and substance satisfactory to Agent; sometimes being referred to herein individually as a
“Factor”. 
 1.50 “Fee Letter” shall mean the letter agreement, dated of even date herewith, by and among
Borrowers, Guarantors and Agent, setting forth certain fees payable by Borrowers to Agent for the benefit of itself and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

 1.51 “Financing Agreements” shall mean, collectively, this Agreement and all notes, guarantees, security
agreements, deposit account control agreements, investment property control agreements, intercreditor agreements and all other agreements, documents and instruments now or at any time hereafter executed and/or delivered by any Borrower or Obligor in
connection with this Agreement. 
 1.52 “Funded Debt” shall mean, with respect to any Person, any Indebtedness of such
Person and its Subsidiaries consisting of any liability (a) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof) or evidenced by bonds, notes,
debentures or similar instruments (which shall not be construed to mean Indebtedness described in subsection (f) of the definition of the term Indebtedness in this Agreement); (b) representing the balance deferred and unpaid of the
purchase price of any property or services (except any such balance that constitutes an account payable to a trade creditor (whether or not an Affiliate) created, incurred, assumed or guaranteed by such Person in the ordinary course of business of
such Person in connection with obtaining goods, materials or services that is not overdue by more than ninety (90) days, unless the trade payable is being contested in good faith); and (c) all obligations as lessee under leases which have
been, or should be, in accordance with GAAP recorded as Capital Leases. 

  
 18 









 1.53 “GAAP” shall mean generally accepted accounting principles in the United
States of America as in effect from time to time as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial
Accounting Standards Board which are applicable to the circumstances as of the date of determination consistently applied, except that for purposes of Section 9.17 hereof and the calculation of the Leverage Ratio or any component thereof, GAAP
shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements delivered to Agent prior to the date hereof. 

1.54 “Governmental Authority” shall mean any nation or government, any state, province, or other political subdivision thereof,
any central bank (or similar monetary or regulatory authority) thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 

1.55 “Guarantors” shall mean, collectively, the following (together with their respective successors and assigns):
(a) Perry Ellis International, Inc. a Florida corporation; (b) PEI Licensing, Inc., a Delaware corporation; (c) Jantzen Apparel Corp., a Delaware corporation; (d) BBI Retail, L.L.C., a Florida limited liability company;
(e) Supreme Munsingwear Canada Inc., an Ontario corporation; (f) Supreme Real Estate I LLC, a Florida limited liability company; (g) Supreme Real Estate II, LLC, a Florida limited liability company; (h) Supreme Realty LLC, a
Florida limited liability company; and (i) Perry Ellis Real Estate Corporation, a Delaware corporation; each sometimes being referred to herein individually as a “Guarantor”. 

1.56 “Hazardous Materials” shall mean any hazardous, toxic or dangerous substances, materials and wastes, including
hydrocarbons (including naturally occurring or man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, biological substances, polychlorinated biphenyls, pesticides, herbicides and
any other kind and/or type of pollutants or contaminants (including materials which include hazardous constituents), sewage, sludge, industrial slag, solvents and/or any other similar substances, materials, or wastes and including any other
substances, materials or wastes that are or become regulated under any Environmental Law (including any that are or become classified as hazardous or toxic under any Environmental Law). 

  
 19 









 1.57 “Indebtedness” shall mean, with respect to any Person, any liability, whether
or not contingent, (a) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof) or evidenced by bonds, notes, debentures or similar instruments;
(b) representing the balance deferred and unpaid of the purchase price of any property or services (except any such balance that constitutes an account payable to a trade creditor (whether or not an Affiliate) created, incurred, assumed or
guaranteed by such Person in the ordinary course of business of such Person in connection with obtaining goods, materials or services that is not overdue by more than ninety (90) days, unless the trade payable is being contested in good faith);
(c) obligations as lessee under leases which have been, or should be, in accordance with GAAP recorded as Capital Leases; (d) any contractual obligation, contingent or otherwise, of such Person to pay or be liable for the payment of any
indebtedness described in this definition of another Person, including, without limitation, any such indebtedness, directly or indirectly guaranteed, or any agreement to purchase, repurchase, or otherwise acquire such indebtedness, obligation or
liability or any security therefor, or to provide funds for the payment or discharge thereof, or to maintain solvency, assets, level of income, or other financial condition; (e) all obligations with respect to redeemable stock and redemption or
repurchase obligations under any Capital Stock or other equity securities issued by such Person; (f) all reimbursement obligations and other liabilities of such Person with respect to surety bonds (whether bid, performance or otherwise),
letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for such Person’s account; (g) all indebtedness of such Person in respect of indebtedness of another Person for borrowed money or indebtedness
of another Person otherwise described in this definition which is secured by any consensual lien, security interest, collateral assignment, conditional sale, mortgage, deed of trust, or other encumbrance on any asset of such Person, whether or not
such obligations, liabilities or indebtedness are assumed by or are a personal liability of such Person, all as of such time; (h) all obligations, liabilities and indebtedness, net of any asset value of such Person (marked to market) arising
under Interest Rate Protection Agreements, Currency Exchange Agreements and other agreements or arrangements designed to protect such person against fluctuations in interest rates or currency or commodity values; and (i) all obligations owed by
such Person under License Agreements with respect to non-refundable, advance or minimum guarantee royalty payments. 
 1.58
“Information Certificate” shall mean, collectively, the Information Certificates of Borrowers and Guarantors constituting Exhibit B hereto containing material information with respect to Borrowers and Guarantors, their respective
businesses and assets provided by or on behalf of Borrowers and Guarantors to Agent in connection with the preparation of this Agreement and the other Financing Agreements and the financing arrangements provided for herein. 

1.59 “Intellectual Property” shall mean, as to each Borrower and Guarantor, such Borrower’s and Guarantor’s now owned
and hereafter arising or acquired: patents, patent rights, patent applications, copyrights, works which are the subject matter of copyrights, copyright registrations, trademarks, service marks, trade names, trade styles, service marks, trademark and
service mark applications, and licenses and rights to use any of the foregoing; all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing; all rights to sue for past, present and future
infringement of any of the foregoing; inventions, trade secrets, formulae, processes, compounds, drawings, designs, blueprints, surveys, reports, manuals, and operating standards; goodwill (including any goodwill associated with any trademark or the
license of any trademark); customer and other lists in whatever form maintained; trade secret rights, copyright rights, rights in works of authorship, domain names and domain name registration; software and contract rights relating to computer
software programs, in whatever form created or maintained. 

  
 20 









 1.60 “Interest Expense” shall mean, for any period, as to any Person, as
determined in accordance with GAAP, the total interest expense of such Person, whether paid or accrued during such period (including the interest component of Capital Leases for such period), including, without limitation, discounts in connection
with the sale of any Accounts, but excluding interest paid in property other than cash and any other interest expense not payable in cash. 
 1.61 “Interest Period” shall mean for any Eurodollar Rate Loan, a period of approximately one (1), two (2), three (3) or six (6) months duration as any Borrower (or Borrower Agent on
behalf of such Borrower) may elect, the exact duration to be determined in accordance with the customary practice in the applicable Eurodollar Rate market; provided, that, such Borrower (or Borrower Agent on behalf of such Borrower) may not elect an
Interest Period which will end after the last day of the then-current term of this Agreement. 
 1.62 “Interest Rate”
shall mean, 
 (a) Subject to clauses (b) and (c) of this definition below: 

(i) as to Prime Rate Loans, a rate equal to the Prime Rate calculated on a per annum basis, 

(ii) as to Eurodollar Rate Loans, a rate equal to two (2%) percent per annum in excess of the Adjusted Eurodollar Rate (in each
case, based on the Eurodollar Rate applicable for the relevant Interest Period, whether such rate is higher or lower than any rate previously quoted to a Borrower); 
 (b) Subject to clause (c) of this definition below, effective as of the first (1st) day of the second month of each fiscal quarter (commencing with the fiscal quarter ending on January 31,
2003), the Interest Rate payable by each Borrower shall be increased or decreased, as the case may be, (i) as to Prime Rate Loans, to the rate equal to the Applicable Margin for Prime Rate Loans on a per annum basis in excess of the Prime Rate,
and (ii) as to Eurodollar Rate Loans, to the rate equal to the Applicable Margin for Eurodollar Rate Loans on a per annum basis in excess of the Adjusted Eurodollar Rate. 
 (c) Notwithstanding anything to the contrary contained in clauses (a) and (b) of this definition, the Applicable Margin otherwise used to calculate the Interest Rate for Prime Rate Loans and
Eurodollar Rate Loans shall be the highest percentage set forth in the definition of the term Applicable Margin for each category of Loans (without regard to the amount of Quarterly Average Excess Availability or the Leverage Ratio) plus two
(2%) percent per annum, at Agent’s option, (i) for the period (A) from and after the effective date of termination or non-renewal hereof until Agent and Lenders have received full and final payment of all outstanding and unpaid
Obligations which are not contingent and cash collateral or letter of credit, as Agent may specify, in the amounts and on the terms required under Section 13.1 hereof for contingent Obligations (notwithstanding entry of a judgment against any
Borrower or Guarantor) and (B) from and after the date of the occurrence of an Event of Default and for so long as such Event of Default is continuing and (ii) on Loans to a Borrower at any time outstanding in excess of the Borrowing Base
of such Borrower (whether or not such excess(es) arise or are made with or without the knowledge or consent of Agent or any Lender and whether made before or after an Event of Default). 

  
 21 









 1.63 “Interest Rate Protection Agreements” shall mean, collectively, any interest
rate protection agreements and other types of interest rate hedging agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) between an Obligor and a Lender or an Affiliate of Lender, or another
financial institution acceptable to Agent, designed to protect against or manage exposure to fluctuations in interest rates; sometimes being referred to herein individually as an “Interest Rate Protection Agreement”. 

1.64 “Inventory” shall mean, as to each Borrower and Guarantor, all of such Borrower’s and Guarantor’s now owned and
hereafter existing or acquired goods, wherever located, which (a) are leased by such Borrower or Guarantor as lessor; (b) are held by such Borrower for sale or lease or to be furnished under a contract of service; (c) are furnished by
such Borrower or Guarantor under a contract of service; or (d) consist of raw materials, work in process, finished goods or materials used or consumed in its business. 
 1.65 “Inventory Loan Limit” shall mean, as to each Borrower, at any time, the amount equal to $40,000,000 minus the then outstanding principal amount of Loans to the other Borrower based on
Eligible Inventory (and including Letter of Credit Accommodations to the extent provided in the definition of the term Borrowing Base). 
 1.66 “Investment Property Control Agreement” shall mean an agreement in writing, in form and substance reasonably satisfactory to Agent, by and among Agent, any Borrower or Guarantor (as the
case may be) and any securities intermediary, commodity intermediary or other person who has custody, control or possession of any investment property of such Borrower or Guarantor acknowledging that such securities intermediary, commodity
intermediary or other person has custody, control or possession of such investment property on behalf of Agent, that it will comply with entitlement orders originated by Agent with respect to such investment property, or other instructions of Agent,
or (as the case may be) apply any value distributed on account of any commodity contract as directed by Agent, in each case, without the further consent of such Borrower or Guarantor and including such other terms and conditions as Agent may
reasonably require. 
 1.67 “Lenders” shall mean the financial institutions who are signatories hereto as Lenders and
other persons made a party to this Agreement as a Lender in accordance with Section 13.7 hereof, and their respective successors and assigns; each sometimes being referred to herein individually as a “Lender”. 

  
 22 









 1.68 “Letter of Credit Accommodations” shall mean, collectively, the letters of
credit, merchandise purchase or other guaranties which are from time to time either (a) issued or opened by Agent or any Lender for the account of any Borrower or Obligor or (b) with respect to which Agent or Lenders have agreed to
indemnify the issuer or guaranteed to the issuer the performance by any Borrower or Obligor of its obligations to such issuer; sometimes being referred to herein individually as “Letter of Credit Accommodation”. The term “Letter of
Credit Accommodation” as used herein shall not be deemed to include any letters of credit issued by any Letter of Credit Issuer that may be a Lender pursuant to any of the Letter of Credit Facilities. 

1.69 “Letter of Credit Facilities” shall mean, collectively, (a) the letter of credit and related acceptance facility
provided to Parent and Borrowers by Israel Discount Bank of New York in accordance with the terms of the Letter of Credit Facility Agreement of Parent and Borrowers with Israel Discount Bank of New York, as in effect on the date hereof; (b) the
letter of credit and related acceptance facility provided to Parent and Borrowers by CommerceBank, N.A. in accordance with the terms of the Letter of Credit Facility Agreement of Parent and Borrowers with CommerceBank, N.A. as in effect on the date
hereof; (c) the letter of credit and related acceptance facility provided to Parent and Borrowers by Ocean Bank in accordance with the terms of the Letter of Credit Facility Agreement of Parent and Borrowers with Ocean Bank as in effect on the
date hereof; (d) the letter of credit and related acceptance facility provided to Parent and Borrowers by The Hong Kong and Shanghai Banking Corporation Limited and HSBC Bank USA in accordance with the Letter of Credit Facility Agreement of
Parent and Borrowers with The Hong Kong and Shanghai Banking Corporation Limited and HSBC Bank USA as in effect on the date hereof; and (e) any other letter of credit facility hereafter entered into by Borrowers with a financial institution
that is reasonably acceptable to Agent pursuant to which such financial institution will issue letters of credit for the account of Borrowers on commercially reasonable terms; provided, that, as to any such other letter of credit facility, each of
the conditions set forth in Section 9.9(j) hereof shall have been satisfied; each of such Letter of Credit Facilities sometimes being referred to herein individually as a “Letter of Credit Facility”. 

1.70 “Letter of Credit Facility Agreements” shall mean, collectively, the following (as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed or replaced): (a) the Letter of Credit and Security Agreement, dated April 23, 2002, by Parent and Borrowers and Israel Discount Bank of New York and the General Security Agreement, dated
July 31, 2002, between Parent and Borrowers and Israel Discount Bank of New York; (b) the Commitment Letter, dated June 24, 2002, by and among Parent, Borrowers and CommerceBank, N.A. and the Commercial Security Agreement, dated
July 2, 2002, by Parent and Borrowers in favor of CommerceBank, N.A.; (c) the Facility Agreement, dated as of June 30, 2002, by and among Parent, Borrowers and Ocean Bank and the Security Agreement, dated as of April 24, 2002, by
and among Parent, Borrowers and Ocean Bank; (d) Continuing Letter of Credit Agreement, dated October 25, 2001, by and among Parent, Borrowers, The Hong Kong and Shanghai Banking Corporation and HSBC Bank USA, the General Security
Agreement, dated October 25, 2001, by and among Parent, Borrowers and The Hong Kong and Shanghai Banking Corporation, the Unlimited Continuing Guaranty, dated October 25, 2001, by PEI Licensing in favor of The Hong Kong and Shanghai
Banking Corporation; (e) any other letter of credit facility agreements entered into after the date hereof by a Borrower with a Letter of Credit Issuer, on commercially reasonable terms; each of such Letter of Credit Facility Agreements
sometimes being referred to herein individually as a “Letter of Credit Facility Agreement”. 

  
 23 









 1.71 “Letter of Credit Intercreditor Agreements” shall mean, collectively, the
following (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed or replaced): (a) the Intercreditor Agreement, dated of even date herewith, by and among Israel Discount Bank of New York and Agent, as
acknowledged and agreed to by Borrowers and Guarantors; (b) the Intercreditor Agreement, dated of even date herewith, between CommerceBank, N.A. and Agent, as acknowledged and agreed to by Borrowers and Guarantors; (c) the Intercreditor
Agreement, dated of even date herewith, between Ocean Bank and Agent, as acknowledged and agreed to by Borrowers and Guarantors; (d) the Intercreditor Agreement, dated of even date herewith, by and among The Hong Kong and Shanghai Banking
Corporation Limited, HSBC Bank USA and Agent, as acknowledged and agreed to by Borrowers and Guarantors; and (e) any intercreditor agreement entered into after the date hereof between Agent and a Letter of Credit Issuer, in form and substance
reasonably satisfactory to Agent; each of such Letter of Credit Intercreditor Agreements sometimes being referred to herein individually as a “Letter of Credit Intercreditor Agreement”. 

1.72 “Letter of Credit Issuers” shall mean, collectively, (a) Israel Discount Bank of New York, (b) CommerceBank,
N.A., (c) Ocean Bank, (d) The Hong Kong and Shanghai Banking Corporation Limited, (e) HSBC Bank USA, and (f) any other financial institution that provides a Letter of Credit Facility to Borrowers or Guarantors after the date
hereof and is reasonably acceptable to Agent and has executed and delivered to Agent a Letter of Credit Intercreditor Agreement in form and substance satisfactory to Agent; sometimes being referred to herein individually as a “Letter of Credit
Issuer”. 
 1.73 “Letter of Credit Issuer Priority Collateral” shall mean, as to any Letter of Credit Issuer, the
Inventory purchased with the proceeds of a letter of credit issued pursuant to the Letter of Credit Facility of such Letter of Credit Issuer, the documents pertaining thereto and any insurance proceeds relating thereto that is subject to the valid
and perfected, first priority purchase money security interests of such Letter of Credit Issuer under the Letter of Credit Facility of such Letter of Credit Issuer with a Borrower; provided, that, (a) the security interest in any such
Inventory, documents and insurance proceeds shall at all times only secure the reimbursement obligations of the Borrower for the letter of credit used to purchase such Inventory and (b) in no event shall such assets include any of the Accounts.


  
 24 









 1.74 “Leverage Ratio” shall mean, at any time, the ratio of: (a) the amount
equal to: (i) the Funded Debt of Parent and its Subsidiaries as of such time (and including for this purpose, (A) the Indebtedness evidenced by or arising under the Senior Notes and the Subordinated Notes, (B) all Funded Debt of
Parent and any direct or indirect Subsidiary of Parent, whether foreign or domestic and (C) the Loans) minus (ii) the Excess Cash at such time in excess of $1,000,000 to (b) the EBITDA of Parent and its Subsidiaries for the four
(4) immediately preceding fiscal quarters of Parent (treated as a single accounting period). 
 1.75 “License
Agreements” shall have the meaning set forth in Section 8.11 hereof. 
 1.76 “Loan Limit” shall mean, as to
each Borrower, at any time, the amount equal to the Maximum Credit minus the then outstanding principal amount of the Loans and the Letter of Credit Accommodations provided to the other Borrowers. 

1.77 “Loans” shall mean the loans now or hereafter made by or on behalf of any Lender or by Agent for the account of any Lender
on a revolving basis pursuant to the Credit Facility (involving advances, repayments and readvances) as set forth in Section 2.1 hereof. 
 1.78 “Material Adverse Effect” shall mean a material adverse effect on (a) the financial condition, business, performance or operations of Borrowers and Guarantors (taken as a whole) or the
legality, validity or enforceability of this Agreement or any of the other Financing Agreements; (b) the legality, validity, enforceability, perfection or priority of the security interests and liens of Agent upon the Collateral; (c) the
Collateral or its value, (d) the ability of any Borrower to repay the Obligations or of any Borrower to perform its obligations under this Agreement or any of the other Financing Agreements as and when to be performed; or (e) the ability
of Agent or any Lender to enforce the Obligations or realize upon the Collateral or otherwise with respect to the rights and remedies of Agent and Lenders under this Agreement or any of the other Financing Agreements. 

1.79 “Material Contract” shall mean any contract or other agreement (other than the Financing Agreements), written or oral, of
any Borrower or Guarantor involving monetary liability of or to any Person in an amount in excess of $5,000,000 in any fiscal year. 
 1.80 “Maximum Credit” shall mean the amount of $60,000,000. 
 1.81
“Multiemployer Plan” shall mean a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six (6) years contributed to by any
Borrower, Guarantor or any ERISA Affiliate. 
 1.82 “Net Recovery Percentage” shall mean the fraction, expressed as a
percentage, (a) the numerator of which is the amount equal to the amount of the recovery in respect of the Inventory at such time on a “net orderly liquidation value” basis as set forth in the most recent acceptable appraisal of
Inventory received by Agent in accordance with Section 7.3, net of operating expenses, liquidation expenses and commissions, and (b) the denominator of which is the applicable original cost of the aggregate amount of the Inventory subject
to such appraisal. 

  
 25 









 1.83 “Obligations” shall mean (a) any and all Loans, Letter of Credit
Accommodations and all other obligations, liabilities and indebtedness of every kind, nature and description owing by any or all of Borrowers to Agent or any Lender and/or any of their Affiliates, including principal, interest, charges, fees, costs
and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under this Agreement or any of the other Financing Agreements, whether now existing or hereafter arising, whether arising before, during or
after the initial or any renewal term of this Agreement or after the commencement of any case with respect to such Borrower under the United States Bankruptcy Code or any similar statute (including the payment of interest and other amounts which
would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary
or secondary, liquidated or unliquidated, or secured or unsecured and (b) for purposes only of Section 5.1 hereof and subject to the priority in right of payment set forth in Section 6.4 hereof, all obligations of Borrowers or
Guarantors to a Lender or an Affiliate of Lender, or another financial institution acceptable to Agent, arising under or pursuant to an Interest Rate Protection Agreement in each case acceptable to Agent, provided, that, upon Agent’s request,
Agent shall have entered into an agreement, in form and substance satisfactory to Agent, with such Lender, Affiliate or other Person that is a counterparty to such Interest Rate Protection Agreement, as acknowledged and agreed to by Borrowers and
Guarantors, providing for the delivery to Agent by such counterparty of information with respect to the amount of such obligations and providing for the other rights of Agent and such Lender, Affiliate or other Person, as the case may be, in
connection with such arrangements. In no event shall the party to such Interest Rate Protection Agreement to whom such obligations are owed be deemed a Lender for purposes hereof to the extent of and as to such obligations other than for purposes of
Section 5.1 hereof and other than for purposes of Sections 12.1, 12.2, 12.5, 12.6, 12.7 and 12.12 hereof. 
 1.84
“Obligor” shall mean any guarantor, endorser, acceptor, surety or other person liable on or with respect to the Obligations or who is the owner of any property which is security for the Obligations (including, without limitation,
Guarantors), other than Borrowers. 
 1.85 “Other Taxes” shall mean any present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any of the other Financing Agreements.

 1.86 “Parent” shall mean Perry Ellis International, Inc., a Florida corporation, and its successors and assigns.

 1.87 “Participant” shall mean any financial institution that acquires and holds a participation in the interest of
any Lender in any of the Loans and Letter of Credit Accommodations in conformity with the provisions of Section 13.7 of this Agreement governing participations. 

  
 26 









 1.88 “Permitted Holders” shall mean, as of the date of determination,
(a) Oscar Feldenkreis, George Feldenkreis, their spouses, their respective lineal descendants and the spouses of such lineal descendants, (b) any Person controlled by any of the Persons included in clause (a) of this definition (as
the term “controlled” is defined in the definition of the term “Affiliate” herein), (c) trusts for the benefit of any of the persons included in clause (a) of this definition, and (d) any charitable foundation a
majority of whose members, trustees or directors, as the case may be, are Persons included in clause (a) of this definition. 
 1.89 “Person” or “person” shall mean any individual, sole proprietorship, partnership, corporation (including any corporation which elects subchapter S status under the Code), limited
liability company, limited liability partnership, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity or any government or any agency or instrumentality or political subdivision thereof.

 1.90 “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which any Borrower or
Guarantor sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a Multiemployer Plan has made contributions at any time during the immediately preceding six (6) plan years. 

1.91 “Prime Rate” shall mean the rate from time to time publicly announced by Wachovia Bank, National Association, or its
successors, as its prime rate, whether or not such announced rate is the best rate available at such bank. 
 1.92 “Prime
Rate Loans” shall mean any Loans or portion thereof on which interest is payable based on the Prime Rate in accordance with the terms thereof. 
 1.93 “Pro Rata Share” shall mean as to any Lender, the fraction (expressed as a percentage) the numerator of which is such Lender’s Commitment and the denominator of which is the aggregate
amount of all of the Commitments of Lenders, as adjusted from time to time in accordance with the provisions of Section 13.7 hereof; provided, that, if the Commitments have been terminated, the numerator shall be the unpaid amount of such
Lender’s Loans and its interest in the Letter of Credit Accommodations and the denominator shall be the aggregate amount of all unpaid Loans and Letter of Credit Accommodations. 

1.94 “Provision for Taxes” shall mean an amount equal to all taxes imposed on or measured by net income, whether Federal,
State, Provincial, county or local, and whether foreign or domestic, that are paid or payable by any Person in respect of any period in accordance with GAAP. 
 1.95 “Quarterly Average Excess Availability” shall mean, at any time, the daily average of the aggregate amount of the Excess Availability of Borrowers for the immediately preceding fiscal
quarter as calculated by Agent in good faith. 

  
 27 









 1.96 “Real Property” shall mean all now owned and hereafter acquired real property
of each Borrower and Guarantor, including leasehold interests, together with all buildings, structures, and other improvements located thereon and all licenses, easements and appurtenances relating thereto, wherever located. 

1.97 “Receivables” shall mean all of the following now owned or hereafter arising or acquired property of each Borrower and
Guarantor: (a) all Accounts (and including Factor Receivables); (b) all interest, fees, late charges, penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account; (c) all
payment intangibles of such Borrower or Guarantor; (d) letters of credit, indemnities, guarantees, security or other deposits and proceeds thereof issued or payable to any Borrower or Guarantor or otherwise in favor of or delivered to any
Borrower or Guarantor in connection with any Account; or (e) all other accounts, contract rights, chattel paper, instruments, notes, general intangibles and other forms of obligations owing to any Borrower or Guarantor, whether from the sale
and lease of goods or other property, licensing of any property (including Intellectual Property or other general intangibles), rendition of services or from Loans or advances by any Borrower or Guarantor or to or for the benefit of any third person
(including Loans or advances to any Affiliates or Subsidiaries of any Borrower or Guarantor) or otherwise associated with any Accounts, Inventory or general intangibles of any Borrower or Guarantor (including, without limitation, choses in action,
causes of action, tax refunds, tax refund claims, any funds which may become payable to any Borrower or Guarantor in connection with the termination of any Plan or other employee benefit plan and any other amounts payable to any Borrower or
Guarantor from any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, casualty or any similar types of insurance and any proceeds
thereof and proceeds of insurance covering the lives of employees on which any Borrower or Guarantor is a beneficiary). 
 1.98
“Records” shall mean, as to each Borrower and Guarantor, all of such Borrower’s and Guarantor’s present and future books of account of every kind or nature, purchase and sale agreements, invoices, ledger cards, bills of lading
and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Collateral or any account debtor, together with the tapes, disks, diskettes and other data and software storage media and devices, file
cabinets or containers in or on which the foregoing are stored (including any rights of any Borrower or Guarantor with respect to the foregoing maintained with or by any other person). 

1.99 “Reference Bank” shall mean Wachovia Bank, National Association, or such other bank as Agent may from time to time
designate. 
 1.100 “Refinancing Indebtedness” shall have meaning set forth in Section 9.9 hereof. 

1.101 “Register” shall have the meaning set forth in Section 13.7 hereof. 

1.102 “Renewal Date” shall the meaning set forth in Section 13.1 hereof. 

  
 28 









 1.103 “Required Lenders” shall mean, at any time, those
Lenders whose Pro Rata Shares aggregate sixty-six and two-thirds (66  2/3%) percent or more of the aggregate of the Commitments of all Lenders, or if the Commitments shall have been terminated, Lenders to whom at least sixty-six and two-thirds (66  2/3%) percent of the then outstanding Obligations are owing.

 1.104 “Reserves” shall mean as of any date of determination, such amounts as Agent may from time to
time establish and revise in good faith reducing the amount of Loans and Letter of Credit Accommodations which would otherwise be available to any Borrower under the lending formula(s) provided for herein: (a) to reflect events, conditions,
contingencies or risks which, as determined by Agent in good faith, adversely affect, or would have a reasonable likelihood of adversely affecting, either (i) the Collateral or any other property which is security for the Obligations or its
value or (ii) the assets or business of any Borrower or Obligor or (iii) the security interests and other rights of Agent or any Lender in the Collateral (including the enforceability, perfection and priority thereof) or (b) to
reflect Agent’s good faith belief that any collateral report or financial information furnished by or on behalf of any Borrower or Obligor to Agent is or may have been incomplete, inaccurate or misleading in any material respect or (c) to
reflect outstanding Letter of Credit Accommodations as provided in Section 2.2 hereof or (d) in respect of any state of facts which Agent determines in good faith constitutes a Default or an Event of Default. Without limiting the
generality of the foregoing, Reserves may, at Agent’s option, be established to reflect: (i) dilution with respect to the accounts of a Borrower (based on the ratio of the aggregate amount of non-cash reductions in accounts for any period
to the aggregate dollar amount of the sales of such Borrower for such period), other than from chargebacks, exceeds or is reasonably anticipated to exceed five (5%) percent; (ii) chargebacks with respect to Accounts, (iii) returns,
discounts, claims, credits and allowances of any nature that are not paid pursuant to the reduction of Accounts, (iv) the sales, excise or similar taxes included in the amount of any Accounts reported to Agent, (v) a change in the
turnover, age or mix of the categories of Inventory that adversely affects the aggregate value of all Inventory, (vi) amounts due or to become due to owners and licensors of trademarks and other Intellectual Property used by any Borrower and
(vii) obligations (contingent or otherwise) of Borrowers or Guarantors to any Affiliate of Agent or a Lender or any other Person arising under or in connection with any Interest Rate Protection Agreement of any Borrower or Guarantor with such
Affiliate or Person or as such Affiliate or Person may otherwise require in connection therewith (provided, that, as of the date hereof the amount of the Reserve in respect of such obligations and requirements is zero) to the extent that such
obligations constitute Obligations as such term is defined herein or otherwise receive the benefit of the security interest of Agent in any Collateral. To the extent Agent may revise the lending formulas used to determine the Borrowing Base or
establish new criteria or revise existing criteria for Eligible Accounts or Eligible Inventory so as to address any circumstances, condition, event or contingency in a manner satisfactory to Agent, Agent shall not establish a Reserve for the same
purpose. The amount of any Reserve established by Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such reserve as determined by Agent in good faith. 

1.105 “Senior Note Guarantors” shall mean, collectively, the following (together with their respective successors and assigns)
to the extent that each has guaranteed the Indebtedness of Parent under the Senior Notes: (a) Supreme Canada, (b) Supreme International Corporation de Mexico, S.A. de C.V., a Mexico corporation, (c) BBI, (d) Jantzen Apparel,
(e) PEI Licensing, (f) Supreme, (g) Jantzen, (h) Supreme I, (i) Supreme II, (j) Supreme Realty and (k) PE Real Estate; sometimes being referred to herein individually as a “Senior Note Guarantor”.


  
 29 









 1.106 “Senior Note Indenture” shall mean the Indenture, dated as of March 22,
2002, by and among Parent, as issuer, the Senior Note Guarantors, as Subsidiary Guarantors and Senior Note Trustee, as trustee, with respect to the Senior Notes, as the same now exists or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced. 
 1.107 “Senior Note Intercreditor Agreement” shall mean the Intercreditor Agreement,
dated on or about the date hereof, by and among Agent, Senior Note Trustee, Israel Discount Bank of New York, The Hongkong and Shanghai Banking Corporation Limited, HSBC USA Bank, CommerceBank, N.A. and Ocean Bank, as acknowledged and agreed to by
Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 
 1.108 “Senior Note Priority Collateral” shall mean the Intellectual Property described on Schedule 1.108 hereto. 

1.109 “Senior Notes” shall mean, collectively, the 9  1/2% Series B Senior Secured Notes due 2009 issued by Parent pursuant
to the Senior Note Indenture in the original aggregate principal amount of $57,000,000, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 

1.110 “Senior Note Trustee” shall mean State Street Bank and Trust Company, a Massachusetts trust company, as trustee under the
Senior Note Indenture and any successor, replacement or additional trustee and their respective successors and assigns. 
 1.111
“Solvent” shall mean, at any time with respect to any Person, that at such time such Person (a) is able to pay its debts as they mature and has (and has a reasonable basis to believe it will continue to have) sufficient capital (and
not unreasonably small capital) to carry on its business consistent with its practices as of the date hereof, and (b) the assets and properties of such Person at a fair valuation (and including as assets for this purpose at a fair valuation all
rights of subrogation, contribution or indemnification arising pursuant to any guarantees given by such Person) are greater than the Indebtedness of such Person, and including subordinated and contingent liabilities computed at the amount which,
such person has a reasonable basis to believe, represents an amount which can reasonably be expected to become an actual or matured liability (and including as to contingent liabilities arising pursuant to any guarantee the face amount of such
liability as reduced to reflect the probability of it becoming a matured liability). 
 1.112 “Special Agent Advances”
shall have the meaning set forth in Section 12.11 hereof. 

  
 30 









 1.113 “Subordinated Note Guarantors” shall mean, collectively, the following
(together with their respective successors and assigns) to the extent that each has guaranteed the Indebtedness of Parent under the Subordinated Notes: (a) Supreme Canada, (b) Supreme International Corporation de Mexico, S.A. de C.V., a
Mexico corporation, (c) BBI, (d) Jantzen Apparel, (e) PEI Licensing, (f) Supreme, (g) Jantzen, (h) Supreme I, (i) Supreme II, (j) Supreme Realty and (k) PE Real Estate; sometimes being referred to herein
individually as a “Subordinated Note Guarantor”. 
 1.114 “Subordinated Note Indenture” shall mean the
Indenture, dated April 6, 1999, by and between Parent, as issuer, the Subordinated Note Guarantors, as Subsidiary Guarantors, and State Street Bank and Trust Company, as trustee, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced. 
 1.115 “Subordinated Notes” shall mean,
collectively, the 12  1/4% Series B Senior
Subordinated Notes due 2006 in the original principal amount of $100,000,000, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 

1.116 “Subsidiary” or “subsidiary” shall mean, with respect to any Person, any corporation, limited liability
company, limited liability partnership or other limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Capital Stock or other interests entitled to vote in the
election of the board of directors of such corporation (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency),
managers, trustees or other controlling persons, or an equivalent controlling interest therein, of such Person is, at the time, directly or indirectly, owned by such Person and/or one or more subsidiaries of such Person. 

1.117 “Taxes” shall mean any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of any Lender, such taxes (including income taxes, franchise taxes or capital taxes) as are imposed on or measured by such Lender’s net income or capital by any jurisdiction (or any
political subdivision thereof). 
 1.118 “UCC” shall mean the Uniform Commercial Code as in effect in the State of
Florida, and any successor statute, as in effect from time to time (except that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of Florida on the date hereof shall continue to have the same meaning
notwithstanding any replacement or amendment of such statute except as Agent may otherwise reasonably determine). 
 1.119
“Value” shall mean, as determined by Agent in good faith, with respect to Inventory, the lower of 1.120 cost computed on a first-in first-out basis in accordance with GAAP or (a) market value, provided, that, for purposes of the
calculation of the Borrowing Base, (i) the Value of the Inventory shall not include: (A) the portion of the value of Inventory equal to the profit earned by any Affiliate on the sale thereof to any Borrower or (B) write-ups or
write-downs in value with respect to currency exchange rates and (ii) notwithstanding anything to the contrary contained herein, the cost of the Inventory shall be computed in the same manner and consistent with the most recent appraisal of the
Inventory received and accepted by Agent prior to the date hereof. 

  
 31 









 1.121 “Voting Stock” shall mean with respect to any Person, (a) one
(1) or more classes of Capital Stock of such Person having general voting powers to elect at least a majority of the board of directors, managers or trustees of such Person, irrespective of whether at the time Capital Stock of any other class
or classes have or might have voting power by reason of the happening of any contingency, and (b) any Capital Stock of such Person convertible or exchangeable without restriction at the option of the holder thereof into Capital Stock of such
Person described in clause (a) of this definition. 
 1.122 “Weighted Average Life to Maturity” shall mean, when
applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding principal amount of such Indebtedness into (b) the total of the product obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment. 
 SECTION 2. CREDIT FACILITIES 

2.1 Loans. 
 (a)
Subject to and upon the terms and conditions contained herein, each Lender severally (and not jointly) agrees to make its Pro Rata Share of Loans to Borrowers from time to time in amounts requested by a Borrower (or Borrower Agent on behalf of
Borrowers) up to the amount outstanding at any time equal to the lesser of: (i) the aggregate amount of the Borrowing Bases of Borrowers at such time or (ii) the Maximum Credit. 

(b) Except in Agent’s discretion, with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate amount of
the Loans and the Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit, (ii) the aggregate principal amount of the Loans and Letter of Credit Accommodations outstanding at any time to Borrowers shall not
exceed the aggregate amount of the Borrowing Bases of Borrowers, and (iii) the aggregate principal amount of the Loans outstanding at any time to Borrowers based on the Eligible Inventory of Borrowers (and included the then undrawn amounts of
Letter of Credit Accommodations used to purchase Inventory to the extent set forth in Section 1.10 hereof) shall not exceed $40,000,000. 

  
 32 









 (c) In the event that the aggregate principal amount of the Loans and Letter of Credit
Accommodations outstanding to a Borrower exceed the Borrowing Base of such Borrower or the Loan Limit of such Borrower, or the aggregate principal amount of Loans and Letter of Credit Accommodations based on the Eligible Inventory of a Borrower
exceed the Inventory Loan Limit of such Borrower, or the aggregate principal amount of Loans and Letter of Credit Accommodations based on the Eligible Inventory of all Borrowers exceeds the sublimit set forth above, or the aggregate amount of the
outstanding Letter of Credit Accommodations exceed the sublimit for Letter of Credit Accommodations set forth in Section 2.2(e), or the aggregate amount of the Loans and Letter of Credit Accommodations exceed the Maximum Credit, such event
shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and subject to the immediately following sentence of this subsection (c), Borrowers shall, upon demand by Agent, which may be
made at any time or from time to time, immediately repay to Agent the entire amount of any such excess(es) for which payment is demanded. In the event that a Borrower has Excess Availability, and the aggregate principal amount of the Loans and
Letter of Credit Accommodations outstanding to the other Borrower exceeds the Borrowing Base of such other Borrower or the Loan Limit of such other Borrower, Agent shall cause the repayment of such excess, without notice or demand, by the transfer
of Loans or Letter of Credit Accommodations in the loan account of the Borrower with Agent whose Loans and Letter of Credit Accommodations exceed its Borrowing Base or Loan Limit to the loan account of the Borrower that has Excess Availability to
the extent of such Excess Availability. 
 2.2 Letter of Credit Accommodations. 

(a) Subject to and upon the terms and conditions contained herein, at the request of a Borrower (or Borrower Agent on behalf of such
Borrower), Agent agrees, for the ratable risk of each Lender according to its Pro Rata Share, to provide or arrange for Letter of Credit Accommodations for the account of such Borrower but for the benefit of any Borrower or Guarantor containing
terms and conditions acceptable to Agent and the issuer thereof. Any payments made by or on behalf of Agent or any Lender to any issuer thereof and/or related parties in connection with the Letter of Credit Accommodations provided to or for the
benefit of a Borrower shall constitute additional Loans to such Borrower pursuant to this Section 2 (or Special Agent Advances as the case may be). 
 (b) In addition to any charges, fees or expenses charged by any bank or issuer in connection with the Letter of Credit Accommodations, Borrowers shall pay to Agent, for the benefit of Lenders, a letter of
credit fee at a rate equal to two (2%) percent per annum, on the daily outstanding balance of the Letter of Credit Accommodations for the immediately preceding month (or part thereof), payable in arrears as of the first day of each succeeding
month, except that Agent may, and upon the written direction of Required Lenders shall, require Borrowers to pay to Agent for the ratable benefit of Lenders such letter of credit fee, at a rate equal to four (4%) percent per annum on such daily
outstanding balance for: (i) the period from and after the date of termination hereof until Agent and Lenders have received full and final payment of all Obligations (notwithstanding entry of a judgment against any Borrower) and (ii) the
period from and after the date of the occurrence of an Event of Default for so long as such Event of Default is continuing as determined by Agent. Such letter of credit fee shall be calculated on the basis of a three hundred sixty (360) day
year and actual days elapsed and the obligation of Borrowers to pay such fee shall survive the termination of this Agreement. 

  
 33 









 (c) The Borrower requesting such Letter of Credit Accommodation (or Borrower Agent on behalf
of such Borrower) shall give Agent two (2) Business Days’ prior written notice of such Borrower’s request for the issuance of a Letter of Credit Accommodation. Such notice shall be irrevocable and shall specify the original face
amount of the Letter of Credit Accommodation requested, the effective date (which date shall be a Business Day) of issuance of such requested Letter of Credit Accommodation, whether such Letter of Credit Accommodations may be drawn in a single or in
partial draws, the date on which such requested Letter of Credit Accommodation is to expire (which date shall be a Business Day and in no event shall be a date later than five (5) Business Days prior to the Renewal Date), the purpose for which
such Letter of Credit Accommodation is to be issued, and the beneficiary of the requested Letter of Credit Accommodation. The Borrower requesting the Letter of Credit Accommodation (or Borrower Agent on behalf of such Borrower) shall attach to such
notice the proposed terms of the Letter of Credit Accommodation. 
 (d) In addition to being subject to the satisfaction of the
applicable conditions precedent contained in Section 4 hereof and the other terms and conditions contained herein, no Letter of Credit Accommodations shall be available unless each of the following conditions precedent have been satisfied in a
manner satisfactory to Agent: (i) the Borrower requesting such Letter of Credit Accommodation (or Borrower Agent on behalf of such Borrower) shall have delivered to the proposed issuer of such Letter of Credit Accommodation at such times and in
such manner as such proposed issuer may require, an application, in form and substance satisfactory to such proposed issuer and Agent, for the issuance of the Letter of Credit Accommodation and such other documents as may be required pursuant to the
terms thereof, and the form and terms of the proposed Letter of Credit Accommodation shall be satisfactory to Agent and such proposed issuer, (ii) as of the date of issuance, no order of any court, arbitrator or other Governmental Authority
shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit Accommodation, and no law, rule or regulation applicable to money center
banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit
Accommodation refrain from, the issuance of letters of credit generally or the issuance of such Letter of Credit Accommodation; and (iii) the Excess Availability of the Borrower requesting such Letter of Credit Accommodation, prior to giving
effect to any Reserves with respect to such Letter of Credit Accommodations, on the date of the proposed issuance of any Letter of Credit Accommodations, shall be equal to or greater than: (A) if the proposed Letter of Credit Accommodation is
for the purpose of purchasing Eligible Inventory and the documents of title with respect thereto are consigned to the issuer, the sum of (1) the percentage equal to one hundred (100%) percent minus the then applicable percentage with
respect to Eligible Inventory set forth in the definition of the term Borrowing Base multiplied by the Value of such Eligible Inventory, plus (2) freight, taxes, duty and other amounts which Agent estimates must be paid in connection with such
Inventory upon arrival and for delivery to one of such Borrower’s locations for Eligible Inventory within the United States of America and (B) if the proposed Letter of Credit Accommodation is for any other purpose or the documents of
title are not consigned to the issuer in connection with a Letter of Credit Accommodation for the purpose of purchasing Inventory, an amount equal to one hundred (100%) percent of the face amount thereof and all other commitments and
obligations made or incurred by Agent with respect thereto. Effective on the issuance of each Letter of Credit Accommodation, a Reserve shall be established in the applicable amount set forth in Section 2.2(d)(iii)(A) or
Section 2.2(d)(iii)(B). 

  
 34 









 (e) Except in Agent’s discretion, with the consent of all Lenders, the amount of all
outstanding Letter of Credit Accommodations and all other commitments and obligations made or incurred by Agent or any Lender in connection therewith shall not at any time exceed $30,000,000. 

(f) Borrowers and Guarantors shall indemnify and hold Agent and Lenders harmless from and against any and all losses, claims, damages,
liabilities, costs and expenses which Agent or any Lender may suffer or incur in connection with any Letter of Credit Accommodations and any documents, drafts or acceptances relating thereto, including any losses, claims, damages, liabilities, costs
and expenses due to any action taken by any issuer or correspondent with respect to any Letter of Credit Accommodation, except for such losses, claims, damages, liabilities, costs or expenses that are a direct result of the gross negligence or
wilful misconduct of Agent or any Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction. Each Borrower and Guarantor assumes all risks with respect to the acts or omissions of the drawer under or
beneficiary of any Letter of Credit Accommodation and for such purposes the drawer or beneficiary shall be deemed such Borrower’s agent. Each Borrower and Guarantor assumes all risks for, and agrees to pay, all foreign, Federal, State and local
taxes, duties and levies relating to any goods subject to any Letter of Credit Accommodations or any documents, drafts or acceptances thereunder. Each Borrower and Guarantor hereby releases and holds Agent and Lenders harmless from and against any
acts, waivers, errors, delays or omissions, whether caused by any Borrower, Guarantor, by any issuer or correspondent or otherwise with respect to or relating to any Letter of Credit Accommodation, except for the gross negligence or wilful
misconduct of Agent or any Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. The provisions of this Section 2.2(f) shall survive the payment of Obligations and the termination of this
Agreement. 
 (g) In connection with Inventory purchased pursuant to Letter of Credit Accommodations, Borrowers and Guarantors
shall, at Agent’s request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver them to
Agent and/or subject to Agent’s order, and if they shall come into such Borrower’s or Guarantor’s possession, to deliver them, upon Agent’s request, to Agent in their original form. Borrowers and Guarantors shall also, at
Agent’s request, designate Agent as the consignee on all bills of lading and other negotiable and non-negotiable documents. 

  
 35 









 (h) Each Borrower and Guarantor hereby irrevocably authorizes and directs any issuer of a
Letter of Credit Accommodation to name such Borrower or Guarantor as the account party therein and to deliver to Agent all instruments, documents and other writings and property received by issuer pursuant to the Letter of Credit Accommodations and
to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit Accommodations or the applications therefor. Nothing contained herein shall be deemed or construed to grant
any Borrower or Guarantor any right or authority to pledge the credit of Agent or any Lender in any manner. Agent and Lenders shall have no liability of any kind with respect to any Letter of Credit Accommodation provided by an issuer other than
Agent or any Lender unless Agent has duly executed and delivered to such issuer the application or a guarantee or indemnification in writing with respect to such Letter of Credit Accommodation. Borrowers and Guarantors shall be bound by any
reasonable interpretation made in good faith by Agent, or any other issuer or correspondent under or in connection with any Letter of Credit Accommodation or any documents, drafts or acceptances thereunder, notwithstanding that such interpretation
may be inconsistent with any instructions of any Borrower or Guarantor; provided, that, the foregoing shall not be deemed to release Agent or any issuer from any liability as a result of the failure of such issuer to follow any reasonable
instructions of any Borrower or Guarantor given in accordance with the terms hereof in connection with any application for a Letter of Credit Accommodation or a guarantee or indemnification provided by the Agent constituting a Letter of Credit
Accommodation at the request of such Borrower or Guarantor or to the extent such instructions are consistent with the interpretation made by Agent or issuer or correspondent. 
 (i) At any time, so long as no Event of Default exists or has occurred and is continuing, a Borrower (or Borrower Agent on behalf of a Borrower) may, with Agent’s consent, (i) grant any
extensions of the maturity of, time of payment for, or time of presentation of, any drafts, acceptances, or documents, and (ii) agree to any amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or
conditions of any of the applications, Letter of Credit Accommodations, or documents, drafts or acceptances thereunder or any letters of credit included in the Collateral; provided, that, Borrowers may approve or resolve any questions of
non-compliance of documents following notice to Agent thereof and without Agent’s consent except as otherwise provided in Section 2.2(j) below. 
 (j) At any time an Event of Default exists or has occurred and is continuing, Agent shall have the right and authority to, and Borrowers and Guarantors shall not, without the prior written consent of
Agent, (i) approve or resolve any questions of non-compliance of documents, (ii) give any instructions as to acceptance or rejection of any documents or goods, (iii) execute any and all applications for steamship or airway guaranties,
indemnities or delivery orders, (iv) grant any extensions of the maturity of, time of payments for, or time of presentation of, any drafts, acceptances, or documents, and (v) agree to any amendments, renewals, extensions, modifications,
changes or cancellations of any of the terms or conditions of any of the applications, Letter of Credit Accommodations, or documents, drafts or acceptances thereunder. Agent may take such actions either in its own name or in any Borrower’s
name. 

  
 36 









 (k) Any rights, remedies, duties or obligations granted or undertaken by any Borrower or
Guarantor to any issuer or correspondent in any application for any Letter of Credit Accommodation, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit Accommodation, shall be deemed to have been granted
or undertaken by such Borrower or Guarantor to Agent for the ratable benefit of Lenders. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit Accommodation, or any other agreement
by Agent in favor of any issuer or correspondent to the extent relating to any Letter of Credit Accommodation, shall be deemed to have been undertaken by Borrowers and Guarantors to Agent for the ratable benefit of Lenders and to apply in all
respects to Borrowers and Guarantors. 
 (l) Immediately upon the issuance or amendment of any Letter of Credit Accommodation,
each Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share of the liability with respect to
such Letter of Credit Accommodation (including, without limitation, all Obligations with respect thereto). 
 (m) Each Borrower
is irrevocably and unconditionally obligated, without presentment, demand or protest, to pay to Agent any amounts paid by an issuer of a Letter of Credit Accommodation with respect to such Letter of Credit Accommodation (whether through the
borrowing of Loans in accordance with Section 2.2(a) or otherwise). In the event that any Borrower fails to pay Agent on the date of any payment under a Letter of Credit Accommodation in an amount equal to the amount of such payment, Agent (to
the extent it has actual notice thereof) shall promptly notify each Lender of the unreimbursed amount of such payment and each Lender agrees, upon one (1) Business Day’s notice, to fund to Agent the purchase of its participation in such
Letter of Credit Accommodation in an amount equal to its Pro Rata Share of the unpaid amount. The obligation of each Lender to deliver to Agent an amount equal to its respective participation pursuant to the foregoing sentence is absolute and
unconditional and such remittance shall be made notwithstanding the occurrence or continuance of any Event of Default, the failure to satisfy any other condition set forth in Section 4 or any other event or circumstance. If such amount is not
made available by a Lender when due, Agent shall be entitled to recover such amount on demand from such Lender with interest thereon, for each day from the date such amount was due until the date such amount is paid to Agent at the Federal Funds
Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to
9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days, at the highest Interest Rate provided for
in Section 3.1 hereof applicable to Prime Rate Loans. 
 2.3 Commitments. The aggregate amount of each Lender’s Pro
Rata Share of the Loans and Letter of Credit Accommodations shall not exceed the amount of such Lender’s Commitment, as the same may from time to time be amended in accordance with the provisions hereof. 

  
 37 









 SECTION 3. INTEREST AND FEES 
 3.1 Interest. 
 (a) Borrowers shall pay to Agent, for the benefit of Lenders,
interest on the outstanding principal amount of the Loans at the Interest Rate. All interest accruing hereunder on and after the date of any Event of Default or termination hereof shall be payable on demand. 

(b) Each Borrower (or Borrower Agent on behalf of such Borrower) may from time to time request Eurodollar Rate Loans or may request that
Prime Rate Loans be converted to Eurodollar Rate Loans or that any existing Eurodollar Rate Loans continue for an additional Interest Period. Such request from a Borrower (or Borrower Agent on behalf of such Borrower) shall specify the amount of the
Eurodollar Rate Loans or the amount of the Prime Rate Loans to be converted to Eurodollar Rate Loans or the amount of the Eurodollar Rate Loans to be continued (subject to the limits set forth below) and the Interest Period to be applicable to such
Eurodollar Rate Loans. Subject to the terms and conditions contained herein, three (3) Business Days after receipt by Agent of such a request from a Borrower (or Borrower Agent on behalf of such Borrower), such Eurodollar Rate Loans shall be
made or Prime Rate Loans shall be converted to Eurodollar Rate Loans or such Eurodollar Rate Loans shall continue, as the case may be, provided, that, (i) no Default or Event of Default shall exist or have occurred and be continuing,
(ii) no party hereto shall have sent any notice of termination of this Agreement, such Borrower (or Borrower Agent on behalf of such Borrower) shall have complied with such customary procedures as are established by Agent and specified by Agent
to Borrower Agent from time to time for requests by Borrowers for Eurodollar Rate Loans, (iii) no more than seven (7) Interest Periods may be in effect at any one time, (iv) the aggregate amount of the Eurodollar Rate Loans must be in
an amount not less than $1,000,000 or an integral multiple of $500,000 in excess thereof, and (v) Agent and each Lender shall have determined that the Interest Period or Adjusted Eurodollar Rate is available to Agent and such Lender and can be
readily determined as of the date of the request for such Eurodollar Rate Loan by such Borrower. Any request by or on behalf of a Borrower for Eurodollar Rate Loans or to convert Prime Rate Loans to Eurodollar Rate Loans or to continue any existing
Eurodollar Rate Loans shall be irrevocable. Notwithstanding anything to the contrary contained herein, Agent and Lenders shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable Eurodollar
Rate market to fund any Eurodollar Rate Loans, but the provisions hereof shall be deemed to apply as if Agent and Lenders had purchased such deposits to fund the Eurodollar Rate Loans. 

(c) Any Eurodollar Rate Loans shall automatically convert to Prime Rate Loans upon the last day of the applicable Interest Period, unless
Agent has received and approved a request to continue such Eurodollar Rate Loan at least three (3) Business Days prior to such last day in accordance with the terms hereof. Any Eurodollar Rate Loans shall, at Agent’s option, upon notice by
Agent to Borrower Agent, be subsequently converted to Prime Rate Loans in the event that this Agreement shall terminate or not be renewed. Borrowers shall pay to Agent, for the benefit of Lenders, upon demand by Agent (or Agent may, at its option,
charge any loan account of any Borrower) any amounts required to compensate any Lender or Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a result of the conversion of Eurodollar Rate
Loans to Prime Rate Loans pursuant to any of the foregoing. 

  
 38 









 (d) Interest shall be payable by Borrowers to Agent, for the account of Lenders, monthly in
arrears not later than the first day of each calendar month and shall be calculated on the basis of a three hundred sixty (360) day year and actual days elapsed. The interest rate on non-contingent Obligations (other than Eurodollar Rate Loans)
shall increase or decrease by an amount equal to each increase or decrease in the Prime Rate effective on the first day of the month after any change in such Prime Rate is announced based on the Prime Rate in effect on the last day of the month in
which any such change occurs. In no event shall charges constituting interest payable by Borrowers to Agent and Lenders exceed the maximum amount or the rate permitted under any applicable law or regulation, and if any such part or provision of this
Agreement is in contravention of any such law or regulation, such part or provision shall be deemed amended to conform thereto. 

3.2 Fees. 
 (a) Borrowers shall pay to Agent for the ratable benefit of Lenders monthly an unused line fee at a rate equal to the percentage (on a per annum basis) set forth below calculated upon the amount by which
$45,000,000 as then in effect exceeds the average daily principal balance of the outstanding Loans and Letter of Credit Accommodations during the immediately preceding month (or part thereof) while this Agreement is in effect and for so long
thereafter as any Obligations are outstanding. Such fee shall be payable on the first day of each month in arrears. The percentage used for determining the unused line fee shall be one-quarter ( 1/4%) percent, provided, that, effective as of the first
(1/st/) day of the second month of each fiscal quarter (commencing with the fiscal quarter ending on January 31, 2003), the percentage used for determining the unused line fee shall be as set forth below if either (i) the sum of the
Quarterly Average Excess Availability for the immediately preceding fiscal quarter plus the Excess Cash as of the last day of the immediately preceding fiscal quarter is at or within the amounts indicated for such percentage or (ii) the
Leverage Ratio as of the last day of the immediately preceding fiscal quarter (which ratio for this purpose shall be calculated based on the four (4) immediately preceding fiscal quarters) is at or within the levels indicated for such
percentage: 
  

					
	 Quarterly Average

Excess Availability plus
 Excess Cash
	  	 Leverage Ratio
	  	 Unused Line

Fee Percentage

	35,000,000 or more	  	2.00 to 1.00 or less	  	 1/4%
			
	Greater than or equal to $25,000,000 and less than $35,000,000	  	Greater than 2.00q to 1.00 but, equal to or less than 3.00 to 1.00	  	 1/4%
			
	Greater than or equal to $15,000,000 and less than $25,000,000	  	Greater than 3.00 to 1.00 but equal to or less than 4.00 to 1.00	  	 3/8%
	Less than $15,000,000	  	Greater than 4.00 to 1.00	  	 3/8%

 provided, that, (A) the unused line fee percentage shall be
calculated and established once each fiscal quarter (commencing with the fiscal quarter ending on January 31, 2003) and (B) the unused line fee percentage shall be the lower percentage set forth above based on (1) the sum of the
Quarterly Average Excess Availability plus the Excess Cash as provided above or (2) the Leverage Ratio. 
 (b) Borrowers
agree to pay to Agent the other fees and amounts set forth in the Fee Letter in the amounts and at the times specified therein. 

3.3 Changes in Laws and Increased Costs of Loans. 

  
 39 









 (a) If after the date hereof, either (i) any change in, or in the interpretation of,
any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to Lender or any banking or financial institution from whom any Lender borrows funds or obtains credit (a “Funding Bank”),
or (ii) a Funding Bank or any Lender complies with any future guideline or request from any central bank or other Governmental Authority or (iii) a Funding Bank or any Lender reasonably determines that the adoption of any applicable law,
rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration
thereof has or would have the effect described below, or a Funding Bank or any Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable
agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations
hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank’s or Lender’s policies with respect to capital adequacy) by an amount deemed by such
Lender in good faith to be material, and the result of any of the foregoing events described in clauses (i), (ii) or (iii) is or results in an increase in the cost to any Lender of funding or maintaining the Loans, the Letter of Credit
Accommodations or its Commitment, then Borrowers and Guarantors shall from time to time upon demand by Agent pay to Agent additional amounts sufficient to indemnify Lenders against such increased cost on an after-tax basis (after taking into account
applicable deductions and credits in respect of the amount indemnified). A certificate as to the amount of such increased cost shall be submitted to Borrower Agent by Agent and shall be conclusive as to the amount, absent manifest error. 


  
 40 









 (b) If prior to the date of the request of Borrower Agent for any Eurodollar Rate Loan in
accordance with the terms hereof, Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to Lenders of making or
maintaining Eurodollar Rate Loans during such Interest Period, or if prior to the first day of any Interest Period, Agent shall have determined in good faith (which determination shall be conclusive and binding upon Borrowers and Guarantors) that,
by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or Dollar deposits in the principal amounts of the Eurodollar Rate Loans to which
such Interest Period is to be applicable are not generally available in the London interbank market, Agent shall give telecopy or telephonic notice thereof to Borrower Agent as soon as practicable thereafter, and will also give prompt written notice
to Borrower Agent when such conditions no longer exist. If such notice is given (A) any Eurodollar Rate Loans requested to be made on the first day of such Interest Period shall be made as Prime Rate Loans, (B) any Loans that were to have
been converted on the first day of such Interest Period to or continued as Eurodollar Rate Loans shall be converted to or continued as Prime Rate Loans and (C) each outstanding Eurodollar Rate Loan shall be converted, on the last day of the
then-current Interest Period thereof, to Prime Rate Loans. Until such notice has been withdrawn by Agent, no further Eurodollar Rate Loans shall be made or continued as such, nor shall any Borrower (or Borrower Agent on behalf of any Borrower) have
the right to convert Prime Rate Loans to Eurodollar Rate Loans. 
 (c) Notwithstanding any other provision herein, if the
adoption of or any change in any law, treaty, rule or regulation or final, non-appealable determination of an arbitrator or a court or other Governmental Authority or in the interpretation or application thereof occurring after the date hereof shall
make it unlawful for Agent or any Lender to make or maintain Eurodollar Rate Loans as contemplated by this Agreement, (i) Agent or such Lender shall promptly give written notice of such circumstances to Borrower Agent (which notice shall be
withdrawn whenever such circumstances no longer exist), (ii) the commitment of such Lender hereunder to make Eurodollar Rate Loans, continue Eurodollar Rate Loans as such and convert Prime Rate Loans to Eurodollar Rate Loans shall forthwith be
canceled and, until such time as it shall no longer be unlawful for such Lender to make or maintain Eurodollar Rate Loans, such Lender shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate Loan is requested and
(iii) such Lender’s Loans then outstanding as Eurodollar Rate Loans, if any, shall be converted automatically to Prime Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such
earlier period as required by law. If any such conversion of a Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrowers and Guarantors shall pay to such Lender such amounts,
if any, as may be required pursuant to Section 3.3(d) below. 

  
 41 









 (d) Borrowers and Guarantors shall indemnify Agent and each Lender and hold Agent and each
Lender harmless from any loss or expense which Agent or such Lender may sustain or incur as a consequence of (i) default by Borrower in making a borrowing of, conversion into or extension of Eurodollar Rate Loans after such Borrower (or
Borrower Agent on behalf of such Borrower) has given a notice requesting the same in accordance with the provisions of this Loan Agreement, (ii) default by any Borrower in making any prepayment of a Eurodollar Rate Loan after such Borrower has
given a notice thereof in accordance with the provisions of this Agreement, and (iii) the making of a prepayment of Eurodollar Rate Loans on a day which is not the last day of an Interest Period with respect thereto. With respect to Eurodollar
Rate Loans, such indemnification may include an amount equal to the excess, if any, of (A) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or extended, for the period from the date of such
prepayment or of such failure to borrow, convert or extend to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or extend, the Interest Period that would have commenced on the date of such failure) in
each case at the applicable rate of interest for such Eurodollar Rate Loans provided for herein over (B) the amount of interest (as determined by such Agent or such Lender) which would have accrued to Agent or such Lender on such amount by
placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. This covenant shall survive the termination or non-renewal of this Loan Agreement and the payment of the Obligations. 

SECTION 4. CONDITIONS PRECEDENT 

4.1 Conditions Precedent to Initial Loans and Letter of Credit Accommodations. Each of the following is a condition precedent to Agent and
Lenders making the initial Loans and providing the initial Letter of Credit Accommodations hereunder: 
 (a) Agent shall have
received, in form and substance satisfactory to Agent, all releases, terminations and such other documents as Agent may request to evidence and effectuate the termination by the Existing Lenders of their respective financing arrangements with
Borrowers and Guarantors and the termination and release by it or them, as the case may be, of any interest in and to any assets and properties of each Borrower and Guarantor, duly authorized, executed and delivered by it or each of them, including,
but not limited to, UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party and any Borrower or Guarantor, as debtor; 

(b) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be
satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Agent may have requested in connection therewith, such
documents where requested by Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the certificate of incorporation or certificate of formation as applicable, of each Borrower and
Guarantor certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate or limited liability company name of such Borrower or Guarantor as is set forth herein and such document as shall
set forth the organizational identification number of each Borrower or Guarantor, if one is issued in its jurisdiction of incorporation); 

  
 42 









 (c) no material adverse change shall have occurred in the assets, business or prospects of
Borrowers since the date of Agent’s latest field examination (not including for this purpose the field review referred to in clause (d) below) and no change or event shall have occurred which would impair in any material respect the
ability of any Borrower or Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Agent or any Lender to enforce the Obligations or realize upon the Collateral; 

(d) Agent shall have completed a field review of the Records and such other information with respect to the Collateral as Agent may
require to determine the amount of Loans available to Borrowers (including, without limitation, current perpetual inventory records and/or roll-forwards of Accounts and Inventory through the date of closing and test counts of the Inventory in a
manner satisfactory to Agent, together with such supporting documentation as may be necessary or appropriate, and other documents and information that will enable Agent to accurately identify and verify the Collateral), the results of which in each
case shall be satisfactory to Agent, not more than three (3) Business Days prior to the date hereof; 
 (e) Agent shall
have received, in form and substance satisfactory to Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in
and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, Collateral Access Agreements by owners and lessors of leased premises of each Borrower and
by processors and warehouses at which Collateral is located; 
 (f) the aggregate amount of the Excess Availability of Borrowers
as determined by Agent, as of the date hereof, shall be not less than $20,000,000 after giving effect to the initial Loans made or to be made and Letter of Credit Accommodations issued or to be issued in connection with the initial transactions
hereunder; 
 (g) Agent shall have received, in form and substance satisfactory to Agent, Deposit Account Control Agreements by
and among Agent, each Borrower and Guarantor, as the case may be and each bank where such Borrower (or Guarantor) has a deposit account, in each case, duly authorized, executed and delivered by such bank and Borrower or Guarantor, as the case may
be; 
 (h) Agent shall have received, in form and substance satisfactory to Agent, the Noteholder Intercreditor Agreement, the
Factor Assignment Agreements, and each of the Letter of Credit Intercreditor Agreements, in each case, duly authorized, executed and delivered by the parties thereto; 

  
 43 









 (i) Agent shall have received evidence, in form and substance satisfactory to Agent, that
Agent has a valid perfected first priority security interest in all of the Collateral (other than the Senior Note Priority Collateral and the Letter of Credit Issuer Priority Collateral); 

(j) Agent shall have received and reviewed lien and judgement search results for the jurisdiction of incorporation of each Borrower and
Guarantor, the jurisdiction of the chief executive office of each Borrower and Guarantor and all jurisdictions in which assets of Borrowers and Guarantors are located, which search results shall be in form and substance satisfactory to Agent;

 (k) Agent shall have received originals of the shares of the stock certificates representing all of the issued and
outstanding shares of the Capital Stock of each Borrower and Guarantor (other than Parent) and owned by any Borrower or Guarantor, in each case together with stock powers duly executed in blank with respect thereto; 

(l) Agent shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing
Agreements, in form and substance satisfactory to Agent, and certificates of insurance policies and/or endorsements naming Agent as loss payee; 
 (m) Agent shall have received, in form and substance satisfactory to Agent, such opinion letters of counsel to Borrowers and Guarantors with respect to the Financing Agreements and such other matters as
Agent may request; and 
 (n) the other Financing Agreements and all instruments and documents hereunder and thereunder shall
have been duly executed and delivered to Agent, in form and substance satisfactory to Agent. 
 4.2 Conditions Precedent to All
Loans and Letter of Credit Accommodations. Each of the following is an additional condition precedent to the Loans and/or providing Letter of Credit Accommodations to Borrowers, including the initial Loans and Letter of Credit Accommodations and any
future Loans and Letter of Credit Accommodations: 
 (a) all representations and warranties contained herein and in the other
Financing Agreements shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of the making of each such Loan or providing each such Letter of Credit
Accommodation and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of
such earlier date); 
 (b) no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and no
action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of
the Loans or providing the Letter of Credit Accommodations, or (B) the consummation of the transactions contemplated pursuant to the terms hereof or the other Financing Agreements or (ii) has or has a reasonable likelihood of having a Material
Adverse Effect; and 

  
 44 









 (c) no Default or Event of Default shall exist or have occurred and be continuing on and as
of the date of the making of such Loan or providing each such Letter of Credit Accommodation and after giving effect thereto. 
 SECTION 5.
GRANT AND PERFECTION OF SECURITY INTEREST 
 5.1 Grant of Security Interest. To secure payment and performance of all
Obligations, each Borrower and Guarantor hereby grants to Agent, for itself and the ratable benefit of Lenders, a continuing security interest in, a lien upon, and a right of set off against, and hereby assigns to Agent, for itself and the ratable
benefit of Lenders, as security, all personal property and interests in personal property, of each Borrower and Guarantor, whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the
Obligations at any time granted to or held or acquired by Agent or any Lender, collectively, the “Collateral”), including: 
 (a) all Accounts; 
 (b) all general intangibles, including, without limitation,
all Intellectual Property; 
 (c) all goods, including, without limitation, Inventory and Equipment; 

(d) all chattel paper, including, without limitation, all tangible and electronic chattel paper; 

(e) all instruments, including, without limitation, all promissory notes; 

(f) all documents; 
 (g) all deposit accounts; 
 (h) all letters of credit, banker’s acceptances
and similar instruments for which any Borrower or Guarantor is a beneficiary or otherwise entitled to any payment (contingent or otherwise), and including all letter-of-credit rights; 

  
 45 









 (i) all supporting obligations and all present and future liens, security interests, rights,
remedies, title and interest in, to and in respect of Receivables and other Collateral, including (i) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the
Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with
respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods, and (iv) deposits by and property of account debtors or other persons securing the obligations of account
debtors; 
 (j) all (i) investment property (including securities, whether certificated or uncertificated, securities
accounts, security entitlements, commodity contracts or commodity accounts) and (ii) monies, credit balances, deposits and other property of any Borrower or Guarantor now or hereafter held or received by or in transit to Agent, any Lender or
its Affiliates or at any other depository or other institution from or for the account of any Borrower or Guarantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise; 

(k) all commercial tort claims, including, without limitation, those identified in the Information Certificate; 

(l) to the extent not otherwise described above, all Receivables; 

(m) all Records; and 
 (n) all products and proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of
any kind or nature of any or all of the other Collateral. 
 5.2 Perfection of Security Interests. 

(a) Each Borrower and Guarantor irrevocably and unconditionally authorizes Agent (or its agent) to file at any time and from time to time
such financing statements with respect to the Collateral naming Agent or its designee as the secured party and such Borrower or Guarantor as debtor, as Agent may require, and including any other information with respect to such Borrower or Guarantor
or otherwise required by part 5 of Article 9 of the Uniform Commercial Code or required pursuant to any other legislation of such jurisdiction as Agent may determine, together with any amendment and continuations with respect thereto, which
authorization shall apply to all financing statements filed on, prior to or after the date hereof. Each Borrower and Guarantor hereby ratifies and approves all financing statements (or other registrations or filings) naming Agent or its designee as
secured party and such Borrower or Guarantor, as the case may be, as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of Agent prior to the date hereof and ratifies and
confirms the authorization of Agent to file such financing statements (and amendments, if any). Each Borrower and Guarantor hereby authorizes Agent to adopt on behalf of such Borrower and Guarantor any symbol required for authenticating any
electronic filing. In the event that the description of the collateral in any financing statement (or other registrations or filings) naming Agent or its designee as the secured party and any Borrower or Guarantor as debtor includes assets and
properties of such Borrower or Guarantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement (or other registrations or filings) shall
nonetheless be deemed authorized by such Borrower or Guarantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing
statement (or other registrations or filings) as it applies to any of the Collateral. In no event shall any Borrower or Guarantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any
financing statement (or other registrations or filings) (or amendment or continuation with respect thereto) naming Agent or its designee as secured party and such Borrower or Guarantor as debtor. 

  
 46 









 (b) Each Borrower and Guarantor does not have any chattel paper (whether tangible or
electronic) or instruments as of the date hereof, except as set forth in the Information Certificate. In the event that any Borrower or Guarantor shall be entitled to or shall receive any chattel paper or instrument after the date hereof, Borrowers
and Guarantors shall promptly notify Agent thereof in writing. Promptly upon the receipt thereof by or on behalf of any Borrower or Guarantor (including by any agent or representative), such Borrower or Guarantor shall deliver, or cause to be
delivered to Agent, all tangible chattel paper and instruments that such Borrower or Guarantor has or may at any time acquire, accompanied by such instruments of transfer or assignment duly executed in blank as Agent may from time to time specify,
in each case except as Agent may otherwise agree. At Agent’s option, each Borrower and Guarantor shall, or Agent may at any time on behalf of any Borrower or Guarantor, cause the original of any such instrument or chattel paper to be
conspicuously marked in a form and manner acceptable to Agent with the following legend referring to chattel paper or instruments as applicable: “This [chattel paper][instrument] is subject to the security interest of Congress Financial
Corporation, as Agent and any sale, transfer, assignment or encumbrance of this [chattel paper][instrument] violates the rights of such secured party.” 
 (c) In the event that any Borrower or Guarantor shall at any time hold or acquire an interest in any electronic chattel paper or any “transferable record” (as such term is defined in
Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), such Borrower or Guarantor shall promptly notify
Agent thereof in writing. Promptly upon Agent’s request, such Borrower or Guarantor shall take, or cause to be taken, such actions as Agent may request to give Agent control of such electronic chattel paper under Section 9-105 of the UCC
and control of such transferable record under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as in effect in such
jurisdiction. 
 (d) Each Borrower and Guarantor does not have any deposit accounts as of the date hereof, except as set forth
in the Information Certificate. Borrowers and Guarantors shall not, directly or indirectly, after the date hereof open, establish or maintain any deposit account unless each of the following conditions is satisfied: (i) Agent shall have
received not less than five (5) Business Days prior written notice of the intention of any Borrower or Guarantor to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Agent the name of
the account, the owner of the account, the name and address of the bank at which such account is to be opened or established, the individual at such bank with whom such Borrower or Guarantor is dealing and the purpose of the account, (ii) the
bank where such account is opened or maintained shall be acceptable to Agent, and (iii) on or before the opening of such deposit account, such Borrower or Guarantor shall deliver to Agent a Deposit Account Control Agreement with respect to such
deposit account duly authorized, executed and delivered by such Borrower or Guarantor and the bank at which such deposit account is opened and maintained. The terms of this subsection (d) shall not apply to deposit accounts specifically and
exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Borrower’s or Guarantor’s salaried employees. 

  
 47 









 (e) No Borrower or Guarantor owns or holds, directly or indirectly, beneficially or as
record owner or both, any investment property, as of the date hereof, or have any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or
commodity intermediary as of the date hereof, in each case except as set forth in the Information Certificate. 
 (i) In the
event that any Borrower or Guarantor shall be entitled to or shall at any time after the date hereof hold or acquire any certificated securities, other than certificated securities consisting of Parent’s common stock purchased by Parent for
cancellation to the extent such repurchases are permitted hereunder, such Borrower or Guarantor shall promptly endorse, assign and deliver the same to Agent, accompanied by such instruments of transfer or assignment duly executed in blank as Agent
may from time to time specify. If any securities, now or hereafter acquired by any Borrower or Guarantor are uncertificated and are issued to such Borrower or Guarantor or its nominee directly by the issuer thereof, such Borrower or Guarantor shall
immediately notify Agent thereof and shall cause the issuer to agree to comply with instructions from Agent as to such securities, without further consent of any Borrower or Guarantor or such nominee. 

(ii) Borrowers and Guarantors shall not, directly or indirectly, after the date hereof open, establish or maintain any investment
account, securities account, commodity account or any other similar account (other than a deposit account) with any securities intermediary or commodity intermediary unless each of the following conditions is satisfied: (A) Agent shall have
received not less than five (5) Business Days prior written notice of the intention of such Borrower or Guarantor to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Agent the name of
the account, the owner of the account, the name and address of the securities intermediary or commodity intermediary at which such account is to be opened or established, the individual at such intermediary with whom such Borrower or Guarantor is
dealing and the purpose of the account, (B) the securities intermediary or commodity intermediary (as the case may be) where such account is opened or maintained shall be acceptable to Agent, and (C) on or before the opening of such
investment account, securities account or other similar account with a securities intermediary or commodity intermediary, such Borrower or Guarantor shall execute and deliver, and cause to be executed and delivered to Agent, an Investment Property
Control Agreement with respect thereto duly authorized, executed and delivered by such Borrower or Guarantor and such securities intermediary or commodity intermediary. 

  
 48 









 (f) Borrowers and Guarantors are not the beneficiary or otherwise entitled to any right to
payment under any letter of credit, banker’s acceptance or similar instrument as of the date hereof, except as set forth in the Information Certificate. In the event that any Borrower or Guarantor shall be entitled to or shall receive any right
to payment under any letter of credit, banker’s acceptance or any similar instrument, whether as beneficiary thereof or otherwise after the date hereof, such Borrower or Guarantor shall promptly notify Agent thereof in writing. Such Borrower or
Guarantor shall immediately deliver, or cause to be delivered to Agent, with respect to any such letter of credit, banker’s acceptance or similar instrument, the written agreement of the issuer and any other nominated person obligated to make
any payment in respect thereof (including any confirming or negotiating bank), in form and substance satisfactory to Agent, consenting to the assignment of the proceeds of the letter of credit to Agent by such Borrower or Guarantor and agreeing to
make all payments thereon directly to Agent or as Agent may otherwise direct. 
 (g) Borrowers and Guarantors do not have any
commercial tort claims as of the date hereof, except as set forth in the Information Certificate. In the event that any Borrower or Guarantor shall at any time after the date hereof have any commercial tort claims, such Borrower or Guarantor shall
promptly notify Agent thereof in writing, which notice shall (i) set forth in reasonable detail the basis for and nature of such commercial tort claim and (ii) include the express grant by such Borrower or Guarantor to Agent of a security
interest in such commercial tort claim (and the proceeds thereof). In the event that such notice does not include such grant of a security interest, the sending thereof by such Borrower or Guarantor to Agent shall be deemed to constitute such grant
to Agent. Upon the sending of such notice, any commercial tort claim described therein shall constitute part of the Collateral and shall be deemed included therein. Without limiting the authorization of Agent provided in Section 5.2(a) hereof
or otherwise arising by the execution by such Borrower or Guarantor of this Agreement or any of the other Financing Agreements, Agent is hereby irrevocably authorized from time to time and at any time to file such financing statements naming Agent
or its designee as secured party and such Borrower or Guarantor as debtor, or any amendments to any financing statements, covering any such commercial tort claim as Collateral. In addition, each Borrower and Guarantor shall promptly upon
Agent’s request, execute and deliver, or cause to be executed and delivered, to Agent such other agreements, documents and instruments as Agent may require in connection with such commercial tort claim. 

(h) Borrowers and Guarantors do not have any goods, documents of title or other Collateral in the custody, control or possession of a
third party as of the date hereof, except as set forth in the Information Certificate and except for goods located in the United States in transit to a location of a Borrower or Guarantor permitted herein in the ordinary course of business of such
Borrower or Guarantor in the possession of the carrier transporting such goods. In the event that any goods, documents of title or other Collateral are at any time after the date hereof in the custody, control or possession of any other person not
referred to in the Information Certificate or such carriers, Borrowers and Guarantors shall promptly notify Agent thereof in writing. Promptly upon Agent’s request, Borrowers and Guarantors shall deliver to Agent a Collateral Access Agreement
duly authorized, executed and delivered by such person and the Borrower or Guarantor that is the owner of such Collateral. 

  
 49 









 (i) Borrowers and Guarantors shall take any other actions reasonably requested by Agent from
time to time to cause the attachment, perfection and first priority of, and the ability of Agent to enforce, the security interest of Agent in any and all of the Collateral, including, without limitation, (i) executing, delivering and, where
appropriate, filing financing statements and amendments relating thereto under the UCC or other applicable law, to the extent, if any, that any Borrower’s or Guarantor’s signature thereon is required therefor, (ii) causing
Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of Agent to enforce, the security interest of Agent in such Collateral,
(iii) complying with any provision of any statute, regulation or treaty of the United States (or Canada or any province thereof) as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or
ability of Agent to enforce, the security interest of Agent in such Collateral, (iv) obtaining the consents and approvals of any Governmental Authority or third party, including, without limitation, any consent of any licensor, lessor or other
person obligated on Collateral, and taking all actions required by any earlier versions of the UCC or by other law, as applicable in any relevant jurisdiction. 
 SECTION 6. COLLECTION AND ADMINISTRATION 
 6.1 Borrowers’ Loan Accounts. Agent
shall maintain one or more loan account(s) on its books in which shall be recorded (a) all Loans, Letter of Credit Accommodations and other Obligations and the Collateral, (b) all payments made by or on behalf of any Borrower or Guarantor
and (c) all other appropriate debits and credits as provided in this Agreement, including fees, charges, costs, expenses and interest. All entries in the loan account(s) shall be made in accordance with Agent’s customary practices as in
effect from time to time. 
 6.2 Statements. Agent shall render to Borrower Agent each month a statement setting forth the
balance in the Borrowers’ loan account(s) maintained by Agent for Borrowers pursuant to the provisions of this Agreement, including principal, interest, fees, costs and expenses. Each such statement shall be subject to subsequent adjustment by
Agent but shall, absent manifest errors or omissions, be considered correct and deemed accepted by Borrowers and Guarantors and conclusively binding upon Borrowers and Guarantors as an account stated except to the extent that Agent receives a
written notice from Borrower Agent of any specific exceptions of Borrower Agent thereto within thirty (30) days after the date such statement has been received by Parent. Until such time as Agent shall have rendered to Borrower Agent a written
statement as provided above, the balance in any Borrower’s loan account(s) shall be presumptive evidence of the amounts due and owing to Agent and Lenders by Borrowers and Guarantors. 

  
 50 









 6.3 Collection of Accounts. 

(a) Borrowers and Guarantors shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts
(in either case, “Blocked Accounts”), as Agent may specify, with such banks as are acceptable to Agent into which Borrowers and Guarantors shall promptly deposit and direct their respective account debtors to directly remit all payments on
Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers and Guarantors shall deliver, or cause to be delivered to
Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time. Agent shall instruct the depository banks at which the
Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Parent or Borrowers as Borrower Agent may specify in writing to Agent until such time as Agent shall notify the depository
bank otherwise. Without limiting any other rights or remedies of Agent or Lenders, Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the
Blocked Accounts to the Agent Payment Account at any time that either: (i) an Event of Default shall exist or have occurred and be continuing, or (ii) Excess Availability is less than $20,000,000. Agent shall send to Borrower Agent a copy
of any such written instruction sent by Agent to the depository bank promptly thereafter. In the event that at any time after Agent has instructed such depository banks to transfer such funds to the Agent Payment Account, each of the conditions set
forth in clauses (i) and (ii) above do not exist or have not occurred and are not continuing for a period of thirty (30) consecutive days, upon Borrower Agent’s written request received by Agent within five (5) Business Days
after the end of such thirty (30) day period, Agent shall instruct such depository banks to transfer the funds on deposit in such accounts to such operating deposit account of Parent or a Borrower as Borrower Agent may specify in writing to
Agent until such time as Agent is entitled to notify and shall notify the depository bank otherwise as provided above. Borrowers and Guarantors agree that all payments made to such Blocked Accounts or other funds received and collected by Agent or
any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and
Lenders to the extent of the then outstanding Obligations. 
 (b) For purposes of calculating the amount of the Loans available
to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are
received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. 

  
 51 









 (c) Each Borrower and Guarantor and their respective directors, employees, agents,
Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their
possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be
commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account or any other deposit account is established or any other bank or
person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank or person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this
Section 6.3 shall survive the termination of this Agreement. 
 6.4 Payments. 

(a) All Obligations shall be payable to the Agent Payment Account as provided in Section 6.3 or such other place as Agent may
designate from time to time. Agent shall apply payments received or collected from any Borrower or Guarantor or for the account of any Borrower or Guarantor (including the monetary proceeds of collections or of realization upon any Collateral) as
follows: first, to pay any fees, indemnities or expense reimbursements then due to Agent and Lenders from any Borrower or Guarantor; second, to pay interest due in respect of any Loans (and including any Special Agent Advances); third, to pay
principal in respect of Special Agent Advances; fourth, to pay principal in respect of the Loans and to pay or prepay Obligations arising under or pursuant to any Interest Rate Protection Agreements of a Borrower or Guarantor with an Affiliate of
Agent (up to the amount of any then effective Reserve established in respect of such Obligations), on a pro rata basis; fifth, to pay or prepay any other Obligations whether or not then due, in such order and manner as Agent determines or to be held
as cash collateral in connection with any Letter of Credit Accommodations or other contingent Obligations (but not including for this purpose any Obligations arising under or pursuant to any Interest Rate Protection Agreements) and sixth, to pay or
prepay any Obligations arising under or pursuant to Interest Rate Protection Agreements (other than to the extent provided for above) on a pro rata basis. Notwithstanding anything to the contrary contained in this Agreement, (i) unless so
directed by Borrower Agent, or unless a Default or an Event of Default shall exist or have occurred and be continuing, Agent shall not apply any payments which it receives to any Eurodollar Rate Loans, except (A) on the expiration date of the
Interest Period applicable to any such Eurodollar Rate Loans or (B) in the event that there are no outstanding Prime Rate Loans, provided, that, notwithstanding that there are no Prime Rate Loans outstanding, so long as no Default or Event of
Default shall exist or have occurred and be continuing, unless Borrower Agent shall direct that such payments be applied to the Eurodollar Rate Loans, Agent shall not apply such payments to Eurodollar Rate Loans but shall in such circumstances hold
such funds as cash collateral up to $5,000,000 before applying such payments to the Eurodollar Rate Loans and only apply any payments thereafter to the Eurodollar Rate Loans and (ii) to the extent any Borrower uses any proceeds of the Loans or
Letter of Credit Accommodations to acquire rights in or the use of any Collateral or to repay any Indebtedness used to acquire rights in or the use of any Collateral, payments in respect of the Obligations shall be deemed applied first to the
Obligations arising from Loans and Letter of Credit Accommodations that were not used for such purposes and second to the Obligations arising from Loans and Letter of Credit Accommodations the proceeds of which were used to acquire rights in or the
use of any Collateral in the chronological order in which such Borrower acquired such rights in or the use of such Collateral. Such cash collateral shall constitute part of the Collateral. Such cash collateral shall be held by Agent in an account
designated by Agent for such purposes in its books and records and may be commingled with Agent’s own funds. Borrowers shall receive a credit on a monthly basis to their loan accounts maintained by Agent on the funds so held by Agent at a rate
equal to three and one-half (3 1/2%) percent per annum less than the Prime Rate (adjusted effective on the first day of the month after any change in such Prime Rate is announced based on the Prime Rate in effect on the last day of the month in
which any such change occurs) as calculated by Agent. So long as no Default or Event of Default shall exist or have occurred and be continuing and the aggregate amount of the Excess Availability of Borrowers is more than $1.00 after giving effect
thereto, amounts received by Agent from Borrowers pursuant to the foregoing which are not applied to the Obligations or are not held as cash collateral pursuant to the provisions of this Section 6.4 shall, upon the request of Borrower Agent
received by Agent be remitted to Borrower Agent or as Borrower Agent may direct in accordance with the terms hereof. 

  
 52 









 (b) At Agent’s option, all principal, interest, fees, costs, expenses and other charges
provided for in this Agreement or the other Financing Agreements may be charged directly to the loan account(s) of any Borrower maintained by Agent. 
 (c) Any and all payments by or on behalf of any Borrower or Guarantor hereunder and under any other Financing Agreement shall be made, in accordance with Section 6.4 hereof, free and clear of and
without deduction for any and all Taxes, excluding (i) income taxes imposed on the net income of any Lender (or any transferee or assignee of such Lender, including any Participant, any such transferee or assignee being referred to as a
“Transferee”) and (ii) franchise or similar taxes imposed on or determined by reference to the net income of any Lender (or Transferee), in each case by the United States of America or by the jurisdiction under the laws of which such
Lender (or Transferee) (A) is organized or any political subdivision thereof or (B) has its applicable lending office located. In addition, Borrowers agree to pay to the relevant Governmental Authority in accordance with applicable law any
Other Taxes. 
 (d) If any Borrower or Guarantor shall be required by law to deduct or withhold in respect of any Taxes or Other
Taxes from or in respect of any sum payable hereunder to Agent or any Lender, then: 
 (i) the sum payable shall be increased
as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Lender (or Agent on behalf of such Lender) receives an amount equal to
the sum it would have received had no such deductions or withholdings been made; 
 (ii) such Borrower or Guarantor shall make
such deductions and withholdings; 

  
 53 









 (iii) such Borrower or Guarantor shall pay the full amount deducted or withheld to the
relevant taxing authority or other authority in accordance with applicable law; and 
 (iv) to the extent not paid to Agent and
Lenders pursuant to clause (i) above, such Borrower or Guarantor shall also pay to Agent or any Lender, at the time interest is paid, all additional amounts which Agent or any Lender specifies as necessary to preserve the after-tax yield such
Lender would have received if such Taxes or Other Taxes had not been imposed. 
 (e) Within thirty (30) days after the date
of any payment by any Borrower or Guarantor of Taxes or Other Taxes, upon Agent’s request, such Borrower or Guarantor shall furnish to Agent the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment
reasonably satisfactory to Agent. 
 (f) Borrowers will indemnify Agent and each Lender (or Transferee) for the full amount of
Taxes and Other Taxes paid by Agent or such Lender (or Transferee, as the case may be). If Agent or such Lender (or Transferee) receives a refund in respect of any Taxes or Other Taxes for which Lender (or Transferee) has received payment from any
Borrower or Guarantor hereunder, so long as no Default or Event of Default shall exist or have occurred and be continuing, Agent or such Lender (as the case may be) shall credit to the loan account of Borrowers the amount of such refund plus any
interest received (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers or Guarantors under this Section 6.4 with respect to the Taxes or Other Taxes giving rise to such refund). If a Lender (or any
Transferee) claims a tax credit in respect of any Taxes for which it has been indemnified by Borrowers or Guarantors pursuant to this Section 6.4, such Lender will apply the amount of the actual dollar benefit received by such Lender as a
result thereof, as reasonably calculated by Lender and net of all expenses related thereto, to the Loans. If Taxes or Other Taxes were not correctly or legally asserted, Agent or such Lender shall, upon Borrower Agent’s request and at
Borrowers’ expense, provide such documents to Borrower Agent in form and substance reasonably satisfactory to both Borrower Agent and Agent, as Borrower Agent may reasonably request, to enable Borrowers to contest such Taxes or Other Taxes
pursuant to appropriate proceedings then available to such Borrower (so long as providing such documents shall not, in the good faith determination of Agent, have a reasonable likelihood of resulting in any liability of Agent or any Lender).

 (g) If after receipt of any payment of, or proceeds of Collateral applied to the payment of, any of the Obligations, Agent or
any Lender is required to surrender or return such payment or proceeds to any Person for any reason, then the Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full
force and effect as if such payment or proceeds had not been received by Agent or such Lender. Borrowers and Guarantors shall be liable to pay to Agent, and do hereby indemnify and hold Agent and Lenders harmless for the amount of any payments or
proceeds surrendered or returned. This Section 6.4(b) shall remain effective notwithstanding any contrary action which may be taken by Agent or any Lender in reliance upon such payment or proceeds. This Section 6.4 shall survive the
payment of the Obligations and the termination of this Agreement. 

  
 54 









 6.5 Authorization to Make Loans. 

(a) Agent and Lenders are authorized to make the Loans and provide the Letter of Credit Accommodations based upon telephonic or other
instructions received from anyone purporting to be an officer of Borrower Agent or any Borrower or other authorized person or, at the discretion of Agent, if such Loans are necessary to satisfy any Obligations. All requests for Loans or Letter of
Credit Accommodations hereunder shall specify the date on which the requested advance is to be made or Letter of Credit Accommodations established (which day shall be a Business Day) and the amount of the requested Loan. Requests received after
11:00 a.m. Miami time on any day shall be deemed to have been made as of the opening of business on the immediately following Business Day. All Loans and Letter of Credit Accommodations under this Agreement shall be conclusively presumed to have
been made to, and at the request of and for the benefit of, any Borrower or Guarantor when deposited to the credit of any Borrower or Guarantor or otherwise disbursed or established in accordance with the instructions of any Borrower or Guarantor or
in accordance with the terms and conditions of this Agreement. 
 (b) Borrower Agent or any Borrower may from time to time
request that proceeds of Loans be disbursed directly to the deposit accounts of any Guarantor. Any such proceeds of Loans disbursed to PEI Licensing or Jantzen Apparel, as the case may be, shall first be deemed payments by Borrowers to PEI Licensing
or Jantzen Apparel, as the case may be, in respect of the obligations of such Borrower to such persons in connection with the Intellectual Property owned by such persons licensed to Borrowers. Agent and Lenders are authorized to so disburse proceeds
of the Loans. Agent may from time to time, at its option, transfer such of the Loans or Letter of Credit Accommodations (or Reserves related thereto) in the loan account of a Borrower to the loan account of the other Borrower, so that any Loans or
Letter of Credit Accommodations maintained in the loan account of the one Borrower in excess of the Borrowing Base of such Borrower shall be deemed Loans or Letter of Credit Accommodations to the other Borrower. 

6.6 Use of Proceeds. Borrowers shall use the initial proceeds of the Loans provided by Agent to Borrowers hereunder only for:
(a) payments to each of the persons listed in the disbursement direction letter furnished by Borrowers to Agent on or about the date hereof and (b) costs, expenses and fees in connection with the preparation, negotiation, execution and
delivery of this Agreement and the other Financing Agreements. All other Loans made or Letter of Credit Accommodations provided to or for the benefit of any Borrower or Guarantor pursuant to the provisions hereof shall be used by such Borrower or
Guarantor only for general operating, working capital and other proper corporate purposes of such Borrower or Guarantor not otherwise prohibited by the terms hereof (including for the funding of certain acquisitions permitted hereunder). None of the
proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security (other than open-market repurchases of the common stock of Parent for cancellation) or for the purposes of reducing or retiring any
indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Loans to be considered a “purpose credit” within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System, as amended. 

  
 55 









 6.7 Appointment of Borrower Agent as Agent for Requesting Loans and Receipts of Loans and
Statements. 
 (a) Each Borrower and Guarantor hereby irrevocably appoints and constitutes Borrower Agent as its agent to
request and receive Loans and Letter of Credit Accommodations pursuant to this Agreement and the other Financing Agreements from Agent or any Lender in the name or on behalf of such Borrower. Agent and Lenders may disburse the Loans to such bank
account of Borrower Agent or a Borrower or Guarantor (including bank accounts of PEI Licensing or Jantzen Apparel with proceeds of Loans for application to the obligations of Borrowers to PEI Licensing or Jantzen Apparel in respect of royalties
payable to them for Intellectual Property licensed by PEI Licensing or Jantzen Apparel to Borrowers) or otherwise make such Loans to a Borrower and provide such Letter of Credit Accommodations to a Borrower as Borrower Agent may designate or direct,
without notice to any other Borrower or Obligor. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating
account of such Borrower. 
 (b) Borrower Agent hereby accepts the appointment by Borrowers to act as the agent of Borrowers and
Guarantors pursuant to this Section 6.7. 
 (c) Each Borrower and other Guarantor hereby irrevocably appoints and
constitutes Borrower Agent as its agent to receive statements on account and all other notices from Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Agreements.

 (d) Any notice, election, representation, warranty, agreement or undertaking by or on behalf of any other Borrower or any
Guarantor by Borrower Agent shall be deemed for all purposes to have been made by such Borrower or Guarantor, as the case may be, and shall be binding upon and enforceable against such Borrower or Guarantor to the same extent as if made directly by
such Borrower or Guarantor. 
 (e) No purported termination of the appointment of Borrower Agent as agent as aforesaid shall be
effective, except after ten (10) days’ prior written notice to Agent. 
 6.8 Pro Rata Treatment. Except to the extent
otherwise provided in this Agreement: (a) the making and conversion of Loans shall be made among the Lenders based on their respective Pro Rata Shares as to the Loans and (b) each payment on account of any Obligations to or for the account
of one or more of the Lenders in respect of any Obligations due on a particular day shall be allocated among the Lenders entitled to such payments based on their respective Pro Rata Shares and shall be distributed accordingly. 

  
 56 









 6.9 Sharing of Payments, Etc. 

(a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or
counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 12.3(b) hereof), to offset balances held by it for the account of such
Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of
whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Borrower Agent and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof.

 (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on
any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as
provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor
to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such
other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit
of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make
appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored. 
 (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of
setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation.

 (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or
similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy,
insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise
its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim. 

  
 57 









 6.10 Settlement Procedures. 

(a) In order to administer the Credit Facility in an efficient manner and to minimize the transfer of funds between Agent and Lenders,
Agent may, at its option, subject to the terms of this Section, make available, on behalf of Lenders, the full amount of the Loans requested or charged to any Borrower’s loan account(s) or otherwise to be advanced by Lenders pursuant to the
terms hereof, without requirement of prior notice to Lenders of the proposed Loans. 
 (b) With respect to all Loans made by
Agent on behalf of Lenders as provided in this Section, the amount of each Lender’s Pro Rata Share of the outstanding Loans shall be computed weekly, and shall be adjusted upward or downward on the basis of the amount of the outstanding Loans
as of 5:00 p.m. Miami time on the Business Day immediately preceding the date of each settlement computation; provided, that, Agent retains the absolute right at any time or from time to time to make the above described adjustments at intervals more
frequent than weekly, but in no event more than twice in any week. Agent shall deliver to each of the Lenders after the end of each week, or at such lesser period or periods as Agent shall determine, a summary statement of the amount of outstanding
Loans for such period (such week or lesser period or periods being hereinafter referred to as a “Settlement Period”). If the summary statement is sent by Agent and received by a Lender prior to 12:00 p.m. Miami time, then such Lender shall
make the settlement transfer described in this Section by no later than 3:00 p.m. Miami time on the same Business Day and if received by a Lender after 12:00 p.m. Miami time, then such Lender shall make the settlement transfer by not later than 3:00
p.m. Miami time on the next Business Day following the date of receipt. If, as of the end of any Settlement Period, the amount of a Lender’s Pro Rata Share of the outstanding Loans is more than such Lender’s Pro Rata Share of the
outstanding Loans as of the end of the previous Settlement Period, then such Lender shall forthwith (but in no event later than the time set forth in the preceding sentence) transfer to Agent by wire transfer in immediately available funds the
amount of the increase. Alternatively, if the amount of a Lender’s Pro Rata Share of the outstanding Loans in any Settlement Period is less than the amount of such Lender’s Pro Rata Share of the outstanding Loans for the previous
Settlement Period, Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of the decrease. The obligation of each of the Lenders to transfer such funds and effect such settlement shall be irrevocable
and unconditional and without recourse to or warranty by Agent. Agent and each Lender agrees to mark its books and records at the end of each Settlement Period to show at all times the dollar amount of its Pro Rata Share of the outstanding Loans and
Letter of Credit Accommodations. Each Lender shall only be entitled to receive interest on its Pro Rata Share of the Loans to the extent such Loans have been funded by such Lender. Because the Agent on behalf of Lenders may be advancing and/or may
be repaid Loans prior to the time when Lenders will actually advance and/or be repaid such Loans, interest with respect to Loans shall be allocated by Agent in accordance with the amount of Loans actually advanced by and repaid to each Lender and
the Agent and shall accrue from and including the date such Loans are so advanced to but excluding the date such Loans are either repaid by Borrowers or actually settled with the applicable Lender as described in this Section. 

  
 58 









 (c) To the extent that Agent has made any such amounts available and the settlement
described above shall not yet have occurred, upon repayment of any Loans by a Borrower, Agent may apply such amounts repaid directly to any amounts made available by Agent pursuant to this Section. In lieu of weekly or more frequent settlements,
Agent may, at its option, at any time require each Lender to provide Agent with immediately available funds representing its Pro Rata Share of each Loan, prior to Agent’s disbursement of such Loan to Borrower. In such event, all Loans under
this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in the other Lender’s obligation to make a Loan requested hereunder nor
shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in the other Lender’s obligation to make a Loan hereunder. 
 (d) If Agent is not funding a particular Loan to a Borrower (or Borrower Agent for the benefit of such Borrower or any Guarantor) pursuant to this Section on any day, Agent may assume that each Lender
will make available to Agent such Lender’s Pro Rata Share of the Loan requested or otherwise made on such day and Agent may, in its discretion, but shall not be obligated to, cause a corresponding amount to be made available to or for the
benefit of such Borrower on such day. If Agent makes such corresponding amount available to a Borrower and such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount
on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank
of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers
of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate
Loans. During the period in which such Lender has not paid such corresponding amount to Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Financing Agreements, the amount so advanced by Agent to or for
the benefit of any Borrower shall, for all purposes hereof, be a Loan made by Agent for its own account. Upon any such failure by a Lender to pay Agent, Agent shall promptly thereafter notify Borrower Agent of such failure and Borrowers shall pay
such corresponding amount to Agent for its own account within five (5) Business Days of Borrower Agent’s receipt of such notice. A Lender who fails to pay Agent its Pro Rata Share of any Loans made available by the Agent on such
Lender’s behalf, or any Lender who fails to pay any other amount owing by it to Agent, is a “Defaulting Lender”. Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting
Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may
hold and, in its discretion, relend to a Borrower the amount of all such payments received or retained by it for the account of such Defaulting Lender. For purposes of voting or consenting to matters with respect to this Agreement and the other
Financing Agreements and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). This Section shall remain effective with respect to a
Defaulting Lender until such default is cured. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by any Borrower or Obligor of their duties and
obligations hereunder. 

  
 59 









 (e) Nothing in this Section or elsewhere in this Agreement or the other Financing Agreements
shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that any Borrower may have against any Lender as a result of any
default by any Lender hereunder in fulfilling its Commitment. 
 6.11 Obligations Several; Independent Nature of Lenders’
Rights. The obligation of each Lender hereunder is several, and no Lender shall be responsible for the obligation or commitment of any other Lender hereunder. Nothing contained in this Agreement or any of the other Financing Agreements and no action
taken by the Lenders pursuant hereto or thereto shall be deemed to constitute the Lenders to be a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate
and independent debt, and subject to Section 12.3 hereof, each Lender shall be entitled to protect and enforce its rights arising out of this Agreement and it shall not be necessary for any other Lender to be joined as an additional party in
any proceeding for such purpose. 
 SECTION 7. COLLATERAL REPORTING AND COVENANTS 

7.1 Collateral Reporting. 
 (a) Borrowers shall provide Agent with the following documents in a form satisfactory to Agent: 
 (i) as soon as possible after the end of each week (but in any event within three (3) Business Days after the end thereof) or more frequently as Agent may request at any time that the aggregate
amount of the Excess Availability of Borrowers is less than $20,000,000 or a Default or Event of Default shall exist or have occurred and be continuing, a summary report of the value of inventory by location, sales made, collections received and
credit memos issued for such period and any Factor Receivables, together with such supporting documentation and detail with respect thereto, as Agent may reasonably request; 
 (ii) as soon as possible after the end of each month (but in any event within twenty-five (25) days after the end thereof), on a monthly basis or more frequently as Agent may request at any time that
the aggregate amount of the Excess Availability of Borrowers is less than $20,000,000 or a Default or Event of Default shall exist or have occurred and be continuing, a borrowing base certificate (as defined below) setting forth the calculation of
the Borrowing Base of each Borrower as of the last Business Day of the immediately preceding period as to the Accounts and Inventory duly completed and executed by the chief financial officer, treasurer, controller or other senior financial officer
of Borrower Agent, together with such supporting documentation and detail with respect thereto, as Agent may reasonably request; 

  
 60 









 (iii) as soon as possible after the end of each month (but in any event within twenty-five
(25) days after the end thereof), on a monthly basis or more frequently as Agent may request at any time that the aggregate amount of the Excess Availability of Borrowers is less than $20,000,000 or a Default or Event of Default shall exist or
have occurred and be continuing, (A) perpetual inventory reports, (B) inventory reports by location and category (and including the amounts of Eligible Inventory and the value thereof at any leased locations and at premises of warehouses
or other third parties (or if any Inventory that is not Eligible Inventory having a value of more than $250,000 is at any such leased location or third party location, then including such Inventory and the value thereof in such report) and
specifically the Inventory purchased with the Letter of Credit Facilities or otherwise constituting Letter of Credit Issuer Priority Collateral and including the amounts of Inventory using Intellectual Property that is licensed by Borrowers other
than from PEI Licensing or Jantzen Apparel or otherwise not owned by them), (C) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), (D) agings of accounts payable (and
including information indicating the amounts owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral and amounts due to licensors or other owners of
Intellectual Property used by any Borrower or Guarantor, other than to PEI Licensing or Jantzen Apparel), and (E) the undrawn amounts under letters of credit issued under the Letter of Credit Facilities, identified by Letter of Credit Issuer;

 (iv) upon Agent’s reasonable request, such reasonable samples of the following as Agent may specify: (A) copies of
customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents, and (C) copies of purchase orders, invoices and delivery documents for
Inventory and Equipment acquired by any Borrower or Guarantor; 
 (v) such other reports as to the Collateral as Agent shall
reasonably request from time to time. 
 (b) Nothing contained in any borrowing base certificate shall be deemed to limit,
impair or otherwise affect the rights of Agent contained herein and in the event of any conflict or inconsistency between the calculation of the Borrowing Base as set forth in any borrowing base certificate and as determined by Agent in good faith,
the determination of Agent shall govern and be conclusive and binding upon Borrowers and Guarantors. Without limiting the foregoing, Borrowers shall furnish to Agent any information which Agent may reasonably request regarding the determination and
calculation of any of the amounts set forth in any borrowing base certificate. The term “borrowing base certificate” used in this Section 7.1 shall mean a certificate substantially in the form of Exhibit C hereto, as such form may
from time to time be reasonably modified by Agent which is duly completed (including all schedules thereto) and executed by the chief financial officer, treasurer, controller or other senior financial officer of Borrower Agent and delivered to
Agent. 

  
 61 









 (c) If any Borrower’s or Guarantor’s records or reports of the Collateral are
prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to
Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing. 
 7.2 Accounts Covenants. 
 (a) Borrowers shall notify Agent promptly of:
(i) any material delay in any Borrower’s performance of any of its material obligations to any material account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any material account debtor, or any
material disputes with material account debtors or any Factor, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any material
account debtor and (iii) any event or circumstance which, to any Borrower’s or Guarantor’s knowledge, would cause Agent to consider any then existing Accounts as no longer constituting Eligible Accounts or Eligible Factor Receivables.
No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Agent’s consent, except in the ordinary course of a Borrower’s or Guarantor’s business in accordance with
its current practices and policies as of the date hereof and as set forth in the schedules delivered to Agent pursuant to Section 7.1(a)(i) or 7.1(a)(ii) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers
and Guarantors shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent shall, at its option, have the exclusive right
to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances. 
 (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Agent or schedule thereof delivered to Agent shall be true and complete, (ii) no payments shall be made
thereon except payments immediately delivered to Agent pursuant to the terms of this Agreement, (iii) no credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor except in the
ordinary course of a Borrower’s or Guarantor’s business in accordance with its current practices and policies as of the date hereof and as set forth in the schedules delivered to Agent pursuant to Section 7.1(a)(i) or 7.1(a)(ii)
above, (iv) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Agent in accordance with the terms of this Agreement, (v) none of the
transactions giving rise thereto will violate any applicable foreign, Federal, State or local laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be
legally enforceable in accordance with its terms. 

  
 62 









 (c) Agent shall have the right at any time or times, in Agent’s name or in the name of
a nominee of Agent, in a manner substantially consistent with the current customary practices of Agent, to verify the validity, amount or any other matter relating to any Receivables or other Collateral, by mail, telephone, facsimile transmission or
otherwise. 
 7.3 Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times
maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily
withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors shall conduct a physical count of the Inventory, either through periodic cycle counts or otherwise so that all Inventory is subject to such counts at least once each year
but at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory (whether pursuant to a cycle count or otherwise) shall supply Agent with a report in the form and with such reasonable
specificity as may be satisfactory to Agent concerning the results of such count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except
for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such
Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than one (1) time in any twelve (12) month period (or if at any time
the aggregate amount of the Excess Availability of Borrowers is less than $20,000,000, then two (2) times in any twelve (12) month period), but at any time or times as Agent may request on or after an Event of Default or at any time as
Agent may request at its expense (for the account of Lenders), deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable
to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with reasonable care and caution and in accordance with
applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (f) none of the
Inventory or other Collateral constitutes farm products or the proceeds thereof; (g) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the
Inventory; (h) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (i) Borrowers
and Guarantors shall keep the Inventory in good and marketable condition; and (j) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto
provided by Borrower Agent to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval. 

  
 63 









 7.4 Equipment and Real Property Covenants. With respect to the Equipment and Real Property:
(a) Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (b) Borrowers and Guarantors shall use the Equipment and Real Property with reasonable care
and caution and in accordance with applicable standards of any insurance and in conformity in all material respects with all applicable laws; (c) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for
personal, family, household or farming use; (d) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the
ordinary course of its business, to sell or dispose of Equipment as permitted by Section 9.7(b)(ii) hereof or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of
motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (e) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any of the Equipment to be or
become a part of or affixed to real property; and (f) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property. 

7.5 Power of Attorney. Each Borrower and Guarantor hereby irrevocably designates and appoints Agent (and all persons designated by Agent)
as such Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes Agent, in such Borrower’s, Guarantor’s or Agent’s name, to: (a) at any time an Event of Default exists or has occurred and is
continuing (i) demand payment on Receivables or other Collateral, (ii) enforce payment of Receivables by legal proceedings or otherwise, (iii) exercise all of such Borrower’s or Guarantor’s rights and remedies to collect any
Receivable or other Collateral, (iv) sell or assign any Receivable upon such terms, for such amount and at such time or times as the Agent deems advisable, (v) settle, adjust, compromise, extend or renew an Account, (vi) discharge and
release any Receivable, (vii) prepare, file and sign such Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any Receivables or other
Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral to an address designated by Agent, and open
and dispose of all mail addressed to such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) do all acts and things which are necessary, in Agent’s determination, to fulfill such Borrower’s or
Guarantor’s obligations under this Agreement and the other Financing Agreements and (b) at all times that Agent has exercised its right to instruct the depository banks at which Blocked Accounts are maintained to transfer funds to the
Agent Payment Account as provided in Section 6.3 hereto (or at any time that any item of payment referred to below may be received by Agent or any Lender), to (i) take control in any manner of any item of payment in respect of Receivables
or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds
of Collateral are sent or received, (iii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in
Agent’s account for application to the Obligations, and (c) at any time to (i) endorse such Borrower’s or Guarantor’s name upon any of the following that may then be in the possession or control of Agent (or its affiliates)
or any Lender: chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other
negotiable or non-negotiable documents, (ii) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name,
Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or
Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (iii) sign such Borrower’s or Guarantor’s name on any verification of Receivables and
notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. Each Borrower and Guarantor hereby releases Agent and Lenders and their respective officers, employees and designees from any liabilities arising from
any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of Agent’s or any Lender’s own gross negligence or wilful misconduct as determined pursuant to a final
non-appealable order of a court of competent jurisdiction. 

  
 64 









 7.6 Right to Cure. Agent may, at its option, upon notice to Borrower Agent, (a) cure
any default by any Borrower or Guarantor under any material agreement with a third party that adversely affects Collateral in any material respect having a value of more than $2,000,000, its value or the ability of Agent to collect, sell or
otherwise dispose of the Collateral or adversely affects in any material respect the rights and remedies of Agent or any Lender therein or the ability of any Borrower or Guarantor to perform its obligations hereunder or under any of the other
Financing Agreements, (b) pay or bond on appeal any judgment entered against any Borrower or Guarantor, (c) discharge taxes, liens, security interests or other encumbrances at any time levied on or existing with respect to the Collateral
and pay any amount, incur any expense or perform any act which, in Agent’s judgment, is necessary or appropriate to preserve, protect, insure or maintain the Collateral and the rights of Agent and Lenders with respect thereto. Agent may add any
amounts so expended to the Obligations and charge any Borrower’s account therefor, such amounts to be repayable by Borrowers on demand. Agent and Lenders shall be under no obligation to effect such cure, payment or bonding and shall not, by
doing so, be deemed to have assumed any obligation or liability of any Borrower or Guarantor. Any payment made or other action taken by Agent or any Lender under this Section shall be without prejudice to any right to assert an Event of Default
hereunder and to proceed accordingly. 
 7.7 Access to Premises. From time to time as reasonably requested by Agent, at the cost
and expense of Borrowers, (a) Agent or its designee shall have complete access to all of each Borrower’s and Guarantor’s premises during normal business hours and after notice to Borrower Agent, or at any time and without notice to
Borrower Agent if an Event of Default exists or has occurred and is continuing, for the purposes of inspecting, verifying and auditing the Collateral and all of each Borrower’s and Guarantor’s books and records, including the Records, and
(b) each Borrower and Guarantor shall promptly furnish to Agent such copies of such books and records or extracts therefrom as Agent may request, and Agent or any Lender or Agent’s designee may use during normal business hours such of any
Borrower’s and Guarantor’s personnel, equipment, supplies and premises as may be reasonably necessary for the foregoing and if an Event of Default exists or has occurred and is continuing for the collection of Receivables and realization
of other Collateral. 

  
 65 









 SECTION 8. REPRESENTATIONS AND WARRANTIES 

Each Borrower and Guarantor hereby represents and warrants to Agent and Lenders the following (which shall survive the execution and
delivery of this Agreement), the truth and accuracy of which are a continuing condition of the making of Loans and providing Letter of Credit Accommodations to Borrowers: 
 8.1 Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its state, province or other
jurisdiction of organization and is duly qualified as a foreign corporation or limited liability company, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the
ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing
Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company powers, (b) have been duly authorized, (c) are not in
contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, by-laws, certificate of formation, operating agreement or other organizational documentation, or any indenture, agreement or undertaking to
which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security
interest, charge or other encumbrance upon any property of any Borrower or Guarantor. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower
and Guarantor enforceable in accordance with their respective terms. 
 8.2 Name; State of Organization; Chief Executive Office;
Collateral Locations. 
 (a) The exact legal name of each Borrower and Guarantor is as set forth on the signature page of this
Agreement and in the Information Certificate. No Borrower or Guarantor has, during the past five years, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all
of the assets of any Person, or acquired any of its property or assets outside of the ordinary course of business, except as set forth in the Information Certificate. 
 (b) Each Borrower and Guarantor is an organization of the type and organized in the jurisdiction set forth in the Information Certificate. The Information Certificate accurately sets forth the
organizational identification number of each Borrower and Guarantor or accurately states that such Borrower or Guarantor has none and accurately sets forth the federal employer identification number of each Borrower and Guarantor. 

  
 66 









 (c) The chief executive office and mailing address of each Borrower and Guarantor and each
Borrower’s and Guarantor’s Records concerning Accounts are located only at the address identified as such in Schedule 8.2 to the Information Certificate and its only other places of business and the only other locations of Collateral, if
any, are the addresses set forth in Schedule 8.2 to the Information Certificate, subject to the rights of any Borrower or Guarantor to establish new locations in accordance with Section 9.2 below. The Information Certificate correctly
identifies any of such locations which are not owned by a Borrower or Guarantor and sets forth the owners and/or operators thereof. 
 8.3 Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and
Lenders have been prepared in accordance with GAAP (except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include any notes) and fairly present in all material respects the
financial condition and the results of operation of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to
the date of this Agreement, there has been no act, condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by
any Borrower or Guarantor to Agent prior to the date of this Agreement. 
 8.4 Priority of Liens; Title to Properties. The
security interests and liens granted to Agent under this Agreement and the other Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral (other than the Senior Note Priority
Collateral and the Letter of Credit Issuer Priority Collateral) and valid and perfected second priority liens and security interests in and upon the Senior Note Priority Collateral and the Letter of Credit Issuer Priority Collateral, subject only to
the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under Section 9.8 hereof. Each Borrower and Guarantor has good and marketable fee simple title to or valid leasehold interests in all of its Real
Property and good, valid and merchantable title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except those granted to Agent and such others as are
specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 hereof. 
 8.5 Tax
Returns. Each Borrower and Guarantor has filed, or caused to be filed, in a timely manner all tax returns, reports and declarations which are required to be filed by it. All information in such tax returns, reports and declarations is complete and
accurate in all material respects. Each Borrower and Guarantor has paid or caused to be paid all taxes due and payable or claimed due and payable in any assessment received by it, except taxes the validity of which are being contested in good faith
by appropriate proceedings diligently pursued and available to such Borrower or Guarantor and with respect to which adequate reserves have been set aside on its books. Adequate provision has been made for the payment of all accrued and unpaid
Federal, State, county, local, foreign and other taxes whether or not yet due and payable and whether or not disputed. 

  
 67 









 8.6 Litigation. Except as set forth on Schedule 8.6 to the Information Certificate,
(a) there is no investigation by any Governmental Authority pending, or to any Borrower’s or Guarantor’s knowledge threatened, against or affecting any Borrower or Guarantor, its or their assets or business and (b) there is no
action, suit, proceeding or claim by any Person pending, or to any Borrower’s or Guarantor’s knowledge threatened, against any Borrower or Guarantor or its or their assets or goodwill, or against or affecting any transactions contemplated
by this Agreement, in each case, which could reasonably be expected to have a Material Adverse Effect. 
 8.7 Compliance with
Other Agreements and Applicable Laws. 
 (a) Borrowers and Guarantors are not in default in any respect under, or in violation
in any respect of the terms of, any material agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound. Borrowers and Guarantors are in compliance in all material respects with
the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority relating to their respective businesses. 
 (b) Borrowers and Guarantors have obtained all material permits, licenses, approvals, consents, certificates, orders or authorizations of any Governmental Authority required for the lawful conduct of its
business (the “Permits”). All of the Permits are valid and subsisting and in full force and effect. There are no actions, claims or proceedings pending or to any Borrower’s or Guarantor’s knowledge, threatened that seek the
revocation, cancellation, suspension or modification of any of the Permits. 
 8.8 Environmental Compliance. 

(a) Except as set forth on Schedule 8.8 to the Information Certificate, Borrowers, Guarantors and any Subsidiary of any Borrower or
Guarantor have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off its premises (whether or not owned by it) in any manner which at any time violates in any material
respect any applicable Environmental Law or Permit, and the operations of Borrowers, Guarantors and any Subsidiary of any Borrower or Guarantor complies in all material respects with all Environmental Laws and all Permits. 

(b) Except as set forth on Schedule 8.8 to the Information Certificate, there has been no investigation by any Governmental Authority or
any proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person nor is any pending or to any Borrower’s or Guarantor’s knowledge threatened, with respect to any non-compliance with
or violation of the requirements of any Environmental Law by any Borrower or Guarantor and any Subsidiary of any Borrower or Guarantor or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use,
storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or any other environmental, health or safety matter, which adversely affects or could reasonably be expected to adversely affect in any
material respect any Borrower or Guarantor or its or their business, operations or assets or any properties at which such Borrower or Guarantor has transported, stored or disposed of any Hazardous Materials. 

  
 68 









 (c) Except as set forth on Schedule 8.8 to the Information Certificate, Borrowers,
Guarantors and their Subsidiaries have no material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation,
manufacture, handling, production or disposal of any Hazardous Materials. 
 (d) Borrowers, Guarantors and their Subsidiaries
have all Permits required to be obtained or filed in connection with the operations of Borrowers and Guarantors under any Environmental Law and all of such licenses, certificates, approvals or similar authorizations and other Permits are valid and
in full force and effect. 
 8.9 Employee Benefits. 
 (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or State law. Each Plan which is intended to qualify under Section 401(a)
of the Code has received a favorable determination letter from the Internal Revenue Service and to any Borrower’s or Guarantor’s knowledge, nothing has occurred which would cause the loss of such qualification. Each Borrower and its ERISA
Affiliates have made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan. 
 (b) There are no pending, or to any Borrower’s or Guarantor’s knowledge, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to any Plan. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan. 

(c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) the current value of each Plan’s assets
(determined in accordance with the assumptions used for funding such Plan pursuant to Section 412 of the Code) are not less than such Plan’s liabilities under Section 4001(a)(16) of ERISA; (iii) each Borrower and Guarantor, and
their ERISA Affiliates, have not incurred and do not reasonably expect to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) each Borrower
and Guarantor, and their ERISA Affiliates, have not incurred and do not reasonably expect to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under
Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) each Borrower and Guarantor, and their ERISA Affiliates, have not engaged in a transaction that would be subject to Section 4069 or 4212(c) of ERISA.


  
 69 









 8.10 Bank Accounts. All of the deposit accounts, investment accounts or other accounts in
the name of or used by any Borrower or Guarantor maintained at any bank or other financial institution are set forth on Schedule 8.10 to the Information Certificate, subject to the right of each Borrower and Guarantor to establish new accounts in
accordance with Section 5.2 hereof. 
 8.11 Intellectual Property. Each Borrower and Guarantor owns or licenses or
otherwise has the right to use all Intellectual Property necessary for the operation of its business as presently conducted or proposed to be conducted. As of the date hereof, Borrowers and Guarantors do not have any Intellectual Property
registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those
described in Schedule 8.11 to the Information Certificate and has not granted any licenses with respect thereto other than as set forth in Schedule 8.11 to the Information Certificate. No event has occurred which permits or would permit after notice
or passage of time or both, the revocation, suspension or termination of such rights. To any Borrower’s and Guarantor’s knowledge, no Intellectual Property or goods bearing or using any Intellectual Property presently contemplated to be
sold by or employed by any Borrower or Guarantor infringes any patent, trademark, servicemark, tradename, copyright, license or other intellectual property owned by any other Person presently and no claim or litigation is pending or threatened
against or affecting any Borrower or Guarantor contesting its right to sell or use any such Intellectual Property. Schedule 8.11 to the Information Certificate sets forth all of the agreements or other arrangements of each Borrower and Guarantor
pursuant to which such Borrower or Guarantor has a license or other right to use any trademarks, logos, designs, representations or other intellectual property owned by another person as in effect on the date hereof and the dates of the expiration
of such agreements or other arrangements of such Borrower or Guarantor as in effect on the date hereof (collectively, together with such agreements or other arrangements as may be entered into by any Borrower or Guarantor after the date hereof,
collectively, the “License Agreements” and individually, a “License Agreement”). No trademark, servicemark, copyright or other Intellectual Property at any time used by any Borrower or Guarantor which is owned by another person,
or owned by such Borrower or Guarantor is subject to any security interest, lien, collateral assignment, pledge or other encumbrance in favor of any person other than Agent, is affixed to any Eligible Inventory, except (a) to the extent
permitted under the term of the license agreements listed on Schedule 8.11 to the Information Certificate and (b) to the extent the sale of Inventory to which such Intellectual Property is affixed is permitted to be sold by such Borrower or
Guarantor under applicable law (including the United States Copyright Act of 1976). 

  
 70 









 8.12 Subsidiaries; Affiliates; Capitalization; Solvency. 

(a) Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture
or partnership except as set forth in Schedule 8.12 to the Information Certificate. 
 (b) Each Borrower and Guarantor is the
record and beneficial owner of all of the issued and outstanding shares of Capital Stock (including membership interests as to limited liability companies) of each of the Subsidiaries listed on Schedule 8.12 to the Information Certificate as being
owned by such Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares or membership interests and no equity securities of any of the Subsidiaries are or may become required to be issued by reason of any
options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Subsidiary is or may become bound to issue additional shares or membership
interests or securities convertible into or exchangeable for such shares. 
 (c) The issued and outstanding shares of Capital
Stock of each Borrower and Guarantor (other than Parent) are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and
non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agent prior to the date hereof. 
 (d) Each Borrower and Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Agent and the other transaction contemplated hereunder.

 8.13 Labor Disputes. 
 (a) Set forth on Schedule 8.13 to the Information Certificate is a list (including dates of termination) of all collective bargaining or similar agreements between or applicable to each Borrower and
Guarantor and any union, labor organization or other bargaining agent in respect of the employees of any Borrower or Guarantor on the date hereof. 
 (b) There is (i) no significant unfair labor practice complaint pending against any Borrower or Guarantor or, to any Borrower’s or Guarantor’s knowledge, threatened against it, before the
National Labor Relations Board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending on the date hereof against any Borrower or Guarantor or, to any Borrower’s
or Guarantor’s knowledge, threatened against it, and (ii) no significant strike, labor dispute, slowdown or stoppage is pending against any Borrower or Guarantor or, to any Borrower’s or Guarantor’s knowledge, threatened against
any Borrower or Guarantor. 

  
 71 









 8.14 Restrictions on Subsidiaries. Except for restrictions contained in this Agreement or
any other agreement with respect to Indebtedness of any Borrower or Guarantor permitted hereunder as in effect on the date hereof, there are no contractual or consensual restrictions on any Borrower or Guarantor or any of its Subsidiaries which
prohibit or otherwise restrict (a) the transfer of cash or other assets (i) between any Borrower or Guarantor and any of its or their Subsidiaries or (ii) between any Subsidiaries of any Borrower or Guarantor or (b) the ability
of any Borrower or Guarantor or any of its or their Subsidiaries to incur Indebtedness or grant security interests to Agent or any Lender in the Collateral. 
 8.15 Material Contracts. Schedule 8.15 to the Information Certificate sets forth all Material Contracts to which any Borrower or Guarantor is a party or is bound as of the date hereof. Borrowers and
Guarantors have delivered to Agent on or before the date hereof true, correct and complete copies of such Material Contracts that are in written form. Borrowers and Guarantors are not in breach or in default in any material respect of or under any
Material Contract and have not received any notice of the intention of any other party thereto to terminate any Material Contract. 
 8.16 Payable Practices. Each Borrower and Guarantor have not made any material change in the historical accounts payable practices from those in effect immediately prior to the date hereof. 

8.17 Accuracy and Completeness of Information. All information furnished by or on behalf of any Borrower or Guarantor in writing to Agent
or any Lender in connection with this Agreement or any of the other Financing Agreements or any transaction contemplated hereby or thereby, including all information on the Information Certificate is true and correct in all material respects on the
date as of which such information is dated or certified and does not omit any material fact necessary in order to make such information not misleading. No event or circumstance has occurred which has had or could reasonably be expected to have a
Material Adverse Affect, which has not been fully and accurately disclosed to Agent in writing prior to the date hereof. 
 8.18
Survival of Warranties; Cumulative. All representations and warranties contained in this Agreement or any of the other Financing Agreements shall survive the execution and delivery of this Agreement and shall be deemed to have been made again to
Agent and Lenders on the date of each additional borrowing or other credit accommodation hereunder and shall be conclusively presumed to have been relied on by Agent and Lenders regardless of any investigation made or information possessed by Agent
or any Lender. The representations and warranties set forth herein shall be cumulative and in addition to any other representations or warranties which any Borrower or Guarantor shall now or hereafter give, or cause to be given, to Agent or any
Lender. 

  
 72 









 SECTION 9. AFFIRMATIVE AND NEGATIVE COVENANTS 

9.1 Maintenance of Existence. 
 (a) Each Borrower and Guarantor shall at all times preserve, renew and keep in full force and effect its existence as a corporation or limited liability company, as applicable, and rights and franchises
with respect thereto and maintain in full force and effect all licenses, trademarks, tradenames, approvals, authorizations, leases, contracts and Permits necessary to carry on in all material respects the business as presently or proposed to be
conducted, except as to any Guarantor other than Parent as permitted in Section 9.7 hereto; provided, that, PEI Licensing and Jantzen Apparel may from time to time in the ordinary course of business consistent with current practices and
policies determine not to maintain certain licenses of trademarks owned by it to third parties or not to maintain certain trademark registrations in each case to the extent permitted under Section 9.7 hereof or not to maintain certain licenses
of trademarks owned by third parties to a Borrower or Guarantor to the extent permitted under Section 9.18 hereof. 
 (b)
No Borrower or Guarantor shall change its name unless each of the following conditions is satisfied: (i) Agent shall have received not less than thirty (30) days prior written notice from Borrower Agent of such proposed change in its
corporate or limited liability company name, which notice shall accurately set forth the new name; and (ii) Agent shall have received a copy of the amendment to the Certificate of Incorporation (or certificate of formation, as the case may be)
of such Borrower or Guarantor providing for the name change certified by the Secretary of State of the jurisdiction of incorporation or organization of such Borrower or Guarantor as soon as it is available. 

(c) No Borrower or Guarantor shall change its chief executive office or its mailing address or organizational identification number (or
if it does not have one, shall not acquire one) unless Agent shall have received not less than thirty (30) days’ prior written notice from Borrower Agent of such proposed change, which notice shall set forth such information with respect
thereto as Agent may require and Agent shall have received such agreements as Agent may reasonably require in connection therewith. No Borrower or Guarantor shall change its type of organization, jurisdiction of organization or other legal
structure. 
 9.2 New Collateral Locations. Each Borrower and Guarantor may only open any new location within the continental
United States provided such Borrower or Guarantor (a) gives Agent five (5) days prior written notice of the intended opening of any such new location and (b) executes and delivers, or causes to be executed and delivered, to Agent such
agreements, documents, and instruments as Agent may deem reasonably necessary or desirable to protect its interests in the Collateral at such location. 
 9.3 Compliance with Laws, Regulations, Etc. 
 (a) Each Borrower and Guarantor
shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvals, orders and other Permits applicable to it and duly observe all requirements of any foreign, Federal,
State or local Governmental Authority. 

  
 73 









 (b) Borrowers and Guarantors shall give written notice to Agent immediately upon any
Borrower’s or Guarantor’s receipt of any notice of, or any Borrower’s or Guarantor’s otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any
Hazardous Material or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by any Borrower or Guarantor or
(B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits,
assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by such Borrower or Guarantor to Agent. Each Borrower and Guarantor shall take prompt action to respond to any material
non-compliance with any of the Environmental Laws and shall regularly report to Agent on such response. 
 (c) Without limiting
the generality of the foregoing, whenever Agent reasonably determines that there is any material non-compliance, or any condition which requires any action by or on behalf of any Borrower or Guarantor in order to avoid any material non-compliance,
with any Environmental Law, Borrowers shall, at Agent’s request and Borrowers’ expense: (i) cause an independent environmental engineer reasonably acceptable to Agent to conduct such tests of the site where material non-compliance or
alleged material non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Agent a report as to such material non-compliance setting forth the results of such tests, a proposed plan for responding
to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Agent a supplemental report of such engineer whenever the scope of such material non-compliance, or such Borrower’s or
Guarantor’s response thereto or the estimated costs thereof, shall change in any material respect. 
 (d) Each Borrower and
Guarantor shall indemnify and hold harmless Agent and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs,
and expenses (including reasonable attorneys’ fees and expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or
presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Borrower or Guarantor and the preparation and implementation of any closure, remedial or
other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination of this Agreement. 

  
 74 









 9.4 Payment of Taxes and Claims. Each Borrower and Guarantor shall, and shall cause any
Subsidiary to, duly pay and discharge all taxes, assessments, contributions and governmental charges upon or against it or its properties or assets, except for taxes the validity of which are being contested in good faith by appropriate proceedings
diligently pursued and available to such Borrower, Guarantor or Subsidiary, as the case may be, and with respect to which adequate reserves have been set aside on its books. Each Borrower and Guarantor shall be liable for any tax or penalties
imposed on Agent or any Lender as a result of the financing arrangements provided for herein and each Borrower and Guarantor agrees to indemnify and hold Agent harmless with respect to the foregoing, and to repay to Agent, for the benefit of
Lenders, on demand the amount thereof, and until paid by such Borrower or Guarantor such amount shall be added and deemed part of the Loans, provided, that, nothing contained herein shall be construed to require any Borrower or Guarantor to pay any
income or franchise taxes attributable to the income of Lenders from any amounts charged or paid hereunder to Lenders. The foregoing indemnity shall survive the payment of the Obligations and the termination of this Agreement. 

9.5 Insurance. Each Borrower and Guarantor shall, and shall cause any Subsidiary to, at all times, maintain with financially sound and
reputable insurers insurance with respect to the Collateral against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by corporations of established reputation engaged in the same or
similar businesses and similarly situated (including self-insurance). Said policies of insurance shall be reasonably satisfactory to Agent as to form, amount and insurer (including as to insurance other than with respect to loss or damage to
Collateral, self-insurance as to form, amount, coverage and administrator reasonably satisfactory to Agent). Borrowers and Guarantors shall furnish certificates, policies or endorsements to Agent as Agent shall reasonably require as proof of such
insurance, and, if any Borrower or Guarantor fails to do so, Agent is authorized, but not required, to obtain such insurance at the expense of Borrowers. All policies shall provide for at least thirty (30) days prior written notice to Agent of
any cancellation or reduction of coverage and that Agent may act as attorney for each Borrower and Guarantor in obtaining, and at any time an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling such
insurance. Borrowers and Guarantors shall cause Agent to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and Borrowers and Guarantors shall obtain non-contributory
lender’s loss payable endorsements to all insurance policies in form and substance satisfactory to Agent. Such lender’s loss payable endorsements shall specify that the proceeds of such insurance shall be payable to Agent as its interests
may appear and further specify that Agent and Lenders shall be paid regardless of any act or omission by any Borrower, Guarantor or any of its or their Affiliates. Without limiting any other rights of Agent or Lenders, any insurance proceeds
received by Agent at any time may be applied to payment of the Obligations, whether or not then due, in any order and in such manner as Agent may determine. Upon application of such proceeds to the Loans, Loans may be available subject and pursuant
to the terms hereof to be used for the costs of repair or replacement of the Collateral lost or damages resulting in the payment of such insurance proceeds. 

  
 75 









 9.6 Financial Statements and Other Information. 

(a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete
entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower, Guarantor and its Subsidiaries in accordance with GAAP. Borrowers and Guarantors shall promptly furnish to Agent and Lenders
all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrowers and Guarantors shall notify the auditors and accountants of
Borrowers and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to Agent, the following: (i) within thirty
(30) days after the end of each fiscal month (except that, in the case of any fiscal month that is the last month of a fiscal quarter, forty-five (45) days after the end of such month), monthly unaudited consolidated financial statements,
and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders’ equity), all in reasonable detail, fairly presenting the financial
position and the results of the operations of Parent and its Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and no footnotes and
accompanied by a compliance certificate substantially in the form of Exhibit D hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors are
in compliance with the covenant set forth in Section 9.17 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating
financial statements of Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders’ equity), and the accompanying notes thereto, all in reasonable
detail, fairly presenting the financial position and the results of the operations of Parent and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants with
respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrowers and acceptable to Agent, that such audited consolidated financial statements have been prepared in accordance
with GAAP, and present fairly the results of operations and financial condition of Parent and its Subsidiaries as of the end of and for the fiscal year then ended. 
 (b) Borrowers and Guarantors shall promptly notify Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to Collateral having a value of
more than $5,000,000 or which can reasonably be expected to result in any material adverse change in any Borrower’s or Guarantor’s business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract
being terminated or amended or any new Material Contract entered into (in which event Borrowers and Guarantors shall provide Agent with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $5,000,000 shall have
been entered against any Borrower or Guarantor any of its or their properties or assets, (iv) any notification of a material violation of laws or regulations received by any Borrower or Guarantor, (v) any ERISA Event, and (vi) the
occurrence of any Default or Event of Default. 
 (c) Borrowers and Guarantors shall promptly after the sending or filing
thereof furnish or cause to be furnished to Agent copies of all reports which any Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which any Borrower or Guarantor files with the
Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. 

  
 76 









 (d) Borrowers and Guarantors shall furnish or cause to be furnished to Agent such budgets,
forecasts, projections and other information respecting the Collateral and the business of Borrowers and Guarantors, as Agent may, from time to time, reasonably request. Agent is hereby authorized to deliver a copy of any financial statement or any
other information relating to the business of Borrowers and Guarantors to any court or other Governmental Authority or to any Lender or Participant or prospective Lender or Participant or any Affiliate of any Lender or Participant. Each Borrower and
Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Agent, at Borrowers’ expense, copies of the financial statements of any Borrower and Guarantor and any reports or management letters prepared by such
accountants or auditors on behalf of any Borrower or Guarantor and to disclose to Agent and Lenders such information as they may have regarding the business of any Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered
to Agent or any Lender may be destroyed or otherwise disposed of by Agent or such Lender one (1) year after the same are delivered to Agent or such Lender, except as otherwise designated by Borrower Agent to Agent or such Lender in writing.

 9.7 Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower and Guarantor shall not, and shall not permit any
Subsidiary to, directly or indirectly, 
 (a) merge into or with or consolidate with any other Person or permit any other Person
to merge into or with or consolidate with it; 
 (b) sell, issue, assign, lease, license, transfer, abandon or otherwise dispose
of any Capital Stock or Indebtedness to any other Person or any of its assets to any other Person, except for 
 (i) sales of
Inventory in the ordinary course of business, 
 (ii) the sale or other disposition of worn-out or obsolete Equipment or
Equipment no longer used or useful in the business of any Borrower or Guarantor so long as all proceeds of such sales or other dispositions are paid to Agent for application to the Obligations, and 

(iii) the issuance and sale by any Borrower or Guarantor of Capital Stock of such Borrower or Guarantor, including the issuance of
shares of the Capital Stock of Parent pursuant to a public or private offering, after the date hereof; provided, that, (A) Agent shall have received not less than ten (10) Business Days’ prior written notice of such issuance and sale
by such Borrower or Guarantor, which notice shall specify the parties to whom such shares are to be sold (and if in a public offering, then specifying the same or in a private offering to multiple parties where such parties are not known, then
specifying the same), the terms of such sale, the total amount which it is anticipated will be realized from the issuance and sale of such stock and the net cash proceeds which it is anticipated will be received by such Borrower or Guarantor from
such sale, (B) such Borrower or Guarantor shall not be required to pay any cash dividends or repurchase or redeem such Capital Stock or make any other payments in respect thereof, except as otherwise permitted in Section 9.11 hereof,
(C) the terms of such Capital Stock, and the terms and conditions of the purchase and sale thereof, shall not include any terms that include any limitation on the right of any Borrower to request or receive Loans or Letter of Credit
Accommodations or the right of any Borrower and Guarantor to amend, modify or supplement any of the terms and conditions of this Agreement or any of the other Financing Agreements or otherwise in any way limit or restrict the arrangements of
Borrowers and Guarantors with Agent and Lenders, (D) except as Agent may otherwise agree in writing or as is otherwise permitted in Section 9.9(f)(v) and Section 9.9(g)(v) hereof, all of the proceeds of the sale and issuance of such
Capital Stock shall be paid to Agent for application to the Obligations in such order and manner as Agent may determine (but as to any Eurodollar Rate Loans then outstanding, subject to the terms of Section 6.4(a) with respect to the
application of payments to such Eurodollar Rate Loans) and (E) as of the date of such issuance and sale and after giving effect thereto, no Default or Event of Default shall exist or have occurred, 

  
 77 









 (iv) the issuance of Capital Stock of any Borrower or Guarantor consisting of common stock
pursuant to an employee stock option or grant or similar equity plan (including the issuance of shares of Parent’s common stock upon the exercise by directors or employees of such options) or 401(k) plans of such Borrower or Guarantor for the
benefit of its employees, directors and consultants, provided, that, in no event shall such Borrower or Guarantor be required to issue, or shall such Borrower or Guarantor issue, Capital Stock pursuant to such stock plans or 401(k) plans which would
result in a Change of Control or other Event of Default, 
 (v) the grant by any Borrower or Guarantor of a non-exclusive
license or an exclusive license after the date hereof to any person (other than another Borrower or Guarantor) for the use of any Intellectual Property consisting of trademarks owned by such Borrower or Guarantor; provided, that, as to any such
license, each of the following conditions is satisfied: (A) within forty-five (45) days after the end of each fiscal quarter or more frequently from time to time as Agent may reasonably request, Borrowers and Guarantors shall provide to
Agent a list of the licenses then in effect, together with such other information with respect thereto as Agent may reasonably request, (B) each such license shall be on commercially reasonable prices and terms in a bona fide arms’-length
transaction, (C) such license shall only be for the use of trademarks in the manufacture, distribution or sale of products outside the United States of America and Canada or if such license is for the use of such trademarks in the manufacture,
distribution or sale of products within the United States of America or Canada, at Agent’s option, any Inventory bearing the trademark that is subject to such license or for which such trademark is used in the manufacture, distribution or sale
thereof shall cease to be Eligible Inventory to the extent that it can no longer be sold using such trademark or in the reasonable determination of Agent, is not reasonably anticipated to be sold during the remaining period that such Borrower or
Guarantor may use such trademark prior to the termination of its rights to do so in accordance with the terms of the applicable agreement (and after giving effect to the reduction in the Borrowing Base as a result of such Inventory ceasing to be
Eligible Inventory, the aggregate amount of the Excess Availability of Borrowers shall be not less than $5,000,000), (D) upon Agent’s reasonable request, Borrowers and Guarantors shall deliver to Agent true, correct and complete copies of
such agreements, documents and instruments in connection with such license as Agent may reasonably specify, and (E) at the time of the grant of the license and after giving effect thereto, no Default or Event of Default shall exist or have
occurred and be continuing; 

  
 78 









 (vi) the licensing by a Borrower or Guarantor of Intellectual Property owned by it to
another Borrower or Guarantor; provided, that, as to any such license: (A) any rights of such Borrower or Guarantor shall be subject to the rights of Agent in such Intellectual Property (including the rights of Agent to use such Intellectual
Property upon an Event of Default), and (B) such license shall not impair, hinder or otherwise adversely affect the rights of Agent; 
 (vii) the abandonment or cancellation of trademarks or the failure to maintain or not renew, or the allowing to lapse of, any trademarks as registered under the laws of any country which are not material
and are no longer used or useful in any material respect in the business of any Borrower, Guarantor or their Subsidiaries and does not appear on or is otherwise not affixed to or incorporated in any Inventory or Equipment or necessary in connection
with the Records and Borrowers and Guarantors have determined in good faith in the ordinary course of its business that such trademark being abandoned or cancelled, or not maintained or renewed, or allowed to lapse, as the case may be, under the
laws of the jurisdiction of any country does not have a value in excess of $100,000 as to such trademark in such country; 

(viii) the existing licenses of trademarks owned by a Borrower or Guarantor to a person that is not a Borrower or Guarantor set forth on
Schedule 9.7(b) hereto; provided, that, as to each such license: (A) Agent shall have received true, correct and complete copies of all agreements relating to such license arrangements and such other information with respect thereto as Agent
may reasonably request from time to time and (B) in no event shall any Borrower or Guarantor amend or change such arrangements so as to limit or impair the rights of any Borrower or Guarantor (or Agent) to use the trademarks subject to such
license arrangements or to increase or create any liabilities of any Borrower or Guarantor in connection with such license arrangements; 
 (ix) the sale and assignment by a Borrower to a Factor of Accounts of such Borrower, in accordance with the terms and conditions of the Factoring Agreements of such Borrower with such Factor; provided,
that, (A) Agent shall have received true, correct and complete copies of all of the Factoring Agreements and all related agreements, documents and instruments (and as to any Factoring Agreements entered into after the date hereof, the terms and
conditions shall be reasonably satisfactory to Agent), (B) in no event shall the aggregate face amount of all Accounts sold by Borrowers to Factors outstanding at any one time exceed $5,000,000, (C) Agent shall have received in reasonable
detail a report of the Accounts to be so sold and assigned to the Factor and the date of any such sale and assignment not less than every two (2) weeks or more frequently as Agent may request at any time that the aggregate amount of the Excess
Availability of Borrowers is less than $20,000,000 or a Default or Event of Default shall exist or have occurred and be continuing, (D) as of the date of any such sale and assignment and after giving effect thereto (including giving effect to
the reduction in the Borrowing Base of the Borrower making such sale and assignment as a result thereof), the aggregate amount of the Excess Availability of Borrowers plus the Excess Cash shall be not less than $15,000,000, (E) Agent shall have
received a Factoring Assignment Agreement in form and substance satisfactory to Agent duly authorized, executed and delivered by each Factor, Borrowers and Guarantors, (F) Borrowers and Guarantors shall not obtain any advance payments from a
Factor in respect of Accounts to be sold or assigned or any loans or other advances or other financial accommodations and the only Indebtedness of Borrowers and Guarantors to a Factor, contingent or otherwise, shall consist of the commissions and
other fees and charges of such Factor under the terms of the Factoring Agreements, (G) Borrowers and Guarantors shall not, directly or indirectly, amend, modify, alter or change in any material respect any of the Factoring Agreements or any
related agreements, documents and instruments, except that Borrowers may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or to reduce any rates, commissions or fees in
connection therewith, (H) Agent shall have received not less than ten (10) Business Days’ prior written notice of the intention of any Borrower or Guarantor to enter into a new Factoring Agreement after the date hereof, which notice
shall set forth in reasonable detail, the name and address of the proposed Factor, the proposed rates, commissions and fees, and the maturity date with respect thereto, together with such other information with respect thereto as Agent may
reasonably request and any Factor pursuant to such new Factoring Agreement shall be reasonably acceptable to Agent, and (I) Borrowers and Guarantors shall furnish to Agent all material written notices or demands in connection with such
arrangements with a Factor either received by any Borrower or Guarantor or on its behalf, promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf, concurrently with the sending thereof, as the case may be,


  
 79 









 (x) the transfer or assignment after the date hereof of license agreements with respect to
trademarks owned by Parent, or the right to receive royalties or payments under such license agreements, to Perry Ellis International Group Holdings Limited, a corporation organized under the laws of Ireland and having its principal place of
business in the Bahamas, or any other wholly-owned direct or indirect Subsidiary of Parent that is not organized under the laws of the United States of America or Canada, provided, that, (A) as to any such transfer or assignment: (1) Agent
shall have received true, correct and complete copies of all agreements relating to such transfer or assignment and such other information with respect thereto as Agent may reasonably request from time to time, (2) in no event shall such
arrangements limit or impair the rights of any Borrower or Guarantor (or Agent) to use the trademarks subject to such license arrangements (except in jurisdictions outside the United States and Canada) or create any material liabilities of any
Borrower or Guarantor in connection with such license arrangements, (3) as of the date of any such transfer or assignment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing,
(4) the trademarks subject to such licenses shall only be registered under and for use in jurisdictions outside the United States and Canada, (5) such transfer or assignment shall be permitted under the Senior Note Indenture and Borrowers
and Guarantors shall have complied with all requirements with respect to such transfer or assignment provided for therein and such transfer and assignment shall not result in the breach of, or constitute a default under, any indenture, agreement or
instrument to which any Borrower or Guarantor is a party or by which it or its assets may be bound, and (B) upon the satisfaction of each of the conditions set forth in this clause (x) above as to any such transfer or assignment, upon the
written request of Borrower Agent, Agent shall, at Borrowers’ expense, execute and deliver to Borrower Agent a release instrument with respect to the license agreements or rights to be so transferred and assigned in form and substance
reasonably satisfactory to Agent, provided, that, (1) the release pursuant to such release instrument shall only be effective immediately prior to the effectiveness of such transfer and assignment and so long as any other party with a security
interest, lien or encumbrance with respect to such license agreements or rights to be so transferred and assigned has released and terminated such interests, (2) Agent shall have received evidence that Senior Note Trustee and any other party
with a security interest therein has on or before the effectiveness of the release by Agent of such security interest unconditionally executed and delivered to Borrower Agent a release instrument with respect thereto, and (3) if such transfer
or assignment is not effective within ten (10) Business Days after the delivery by Agent of such release instrument to Borrower Agent, then Borrower Agent shall promptly return such release instrument to Agent; 

  
 80 









 (c) wind up, liquidate or dissolve except that any Guarantor (other than Parent) may wind
up, liquidate and dissolve, provided, that, each of the following conditions is satisfied, (i) the winding up, liquidation and dissolution of such Guarantor shall not violate any law or any order or decree of any court or other Governmental
Authority in any material respect and shall not conflict with or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, or any other agreement or instrument to which any Borrower or Guarantor is a party or
may be bound, (ii) such winding up, liquidation or dissolution shall be done in accordance with the requirements of all applicable laws and regulations, (iii) effective upon such winding up, liquidation or dissolution, all of the assets
and properties of such Guarantor shall be duly and validly transferred and assigned to a Borrower or another Guarantor, free and clear of any liens, restrictions or encumbrances other than the security interest and liens of Agent (and Agent shall
have received such evidence thereof as Agent may reasonably require) and Agent shall have received copies of such deeds, assignments or other agreements as Agent may request to evidence and confirm the transfer of such assets to of such Guarantor to
a Borrower, (iv) Agent shall have received all documents and agreements that any Borrower or Guarantor has filed with any Governmental Authority or as are otherwise required to effectuate such winding up, liquidation or dissolution, (v) no
Borrower or Guarantor shall assume any Indebtedness, obligations or liabilities as a result of such winding up, liquidation or dissolution, or otherwise become liable in respect of any obligations or liabilities of the entity that is winding up,
liquidating or dissolving, unless such Indebtedness is otherwise expressly permitted hereunder, (vi) Agent shall have received not less than ten (10) Business Days prior written notice of the intention of such Guarantor to wind up,
liquidate or dissolve, and (vii) as of the date of such winding up, liquidation or dissolution and after giving effect thereto, no Default or Event of Default shall exist or have occurred; or 

(d) agree to do any of the foregoing. 
 9.8 Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien, charge or other
encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with
respect to any such assets or properties, except: 
 (a) the security interests and liens of Agent for itself and the benefit of
Lenders; 

  
 81 









 (b) liens securing the payment of taxes, assessments or other governmental charges or levies
either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower, or Guarantor or Subsidiary, as the case may be and with respect to which adequate
reserves have been set aside on its books; 
 (c) non-consensual statutory liens (other than liens securing the payment of
taxes) arising in the ordinary course of such Borrower’s, Guarantor’s or Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims
or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower, Guarantor or
such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; 

(d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of Real Property which do not interfere
in any material respect with the use of such Real Property or ordinary conduct of the business of such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the Real Property which may be subject
thereto; 
 (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real
Property to secure Indebtedness permitted under Section 9.9(b) hereof; 
 (f) pledges and deposits of cash by any Borrower
or Guarantor after the date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the current practices of such Borrower or
Guarantor as of the date hereof; 
 (g) pledges and deposits of cash by any Borrower or Guarantor after the date hereof to
secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current
practices of such Borrower or Guarantor as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest
in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; 

  
 82 









 (h) liens arising from (i) operating leases and the precautionary UCC financing
statement filings (or similar filings in any foreign jurisdiction) in respect thereof and (ii) equipment or other materials which are not owned by any Borrower or Guarantor located on the premises of such Borrower or Guarantor (but not in
connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or Guarantor and the precautionary UCC financing statement filings (or similar filings
in any foreign jurisdiction) in respect thereof; 
 (i) judgments and other similar liens arising in connection with court
proceedings that do not constitute an Event of Default, provided, that, (i) such liens are being contested in good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as
are required by GAAP have been made therefor, (iii) a stay of enforcement of any such liens is in effect and (iv) Agent may establish a Reserve with respect thereto; 
 (j) purchase money security interests of a Letter of Credit Issuer under the Letter of Credit Facility of such Letter of Credit Issuer with a Borrower in the Letter of Credit Issuer Priority Collateral
Inventory purchased with the proceeds of a letter of credit issued pursuant to such Letter of Credit Facility, the documents pertaining thereto and any insurance proceeds relating thereto; provided, that, (i) the security interest in any such
Letter of Credit Issuer Priority Collateral shall at all times only secure the reimbursement obligations of the Borrower for the letter of credit used to purchase the specific Inventory constituting such Letter of Credit Issuer Priority Collateral,
(ii) Agent shall have received a Letter of Credit Intercreditor Agreement from such Letter of Credit Issuer, in form and substance satisfactory to Agent, duly authorized, executed and delivered by such Letter of Credit Issuer, Borrowers and
Guarantors and (iii) in no event shall any Letter of Credit Issuer Priority Collateral be included in any report of Inventory provided by any Borrower or Guarantor to Agent as Eligible Inventory and shall in all cases be separately identified
in any report of Inventory provided to Agent; 
 (k) the security interests and liens of each existing Letter of Credit Issuer
pursuant to the terms of the Letter of Credit Facility Agreements of Borrowers with each of such Letter of Credit Issuers, as each is in effect on the date hereof, on the assets of Borrowers (other than Letter of Credit Issuer Priority Collateral)
consisting of accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, inventory, investment property and letter-of-credit rights of Borrowers to secure the Indebtedness of Borrowers to such Letter
of Credit Issuer permitted under Section 9.9 hereof, provided, that, (i) such security interests and liens as to all existing and hereafter acquired or arising assets and properties of Borrowers (except to the extent of the purchase money
security interests of such Letter of Credit Issuer permitted under clause (j) above) are and shall at all times be subject and subordinate to the security interests and liens of Agent pursuant to the terms of the Letter of Credit Intercreditor
Agreement of Agent with such Letter of Credit Issuer and (ii) the Letter of Credit Intercreditor Agreement of Agent with each such Letter of Credit Issuer shall at all times be in full force and effect and each Letter of Credit Issuer shall at
all times be in compliance with the terms thereof; 

  
 83 









 (l) the security interests and liens of the Senior Note Trustee in the Senior Note Priority
Collateral as of the date hereof to secure the Indebtedness of Parent evidenced by the Senior Notes and Senior Note Guarantors under the Senior Note Indenture as to such Indebtedness permitted hereunder, together with the security interests and
liens of the Senior Note Trustee arising after the date hereof in trademarks of Borrowers and Guarantors or license agreements or other intangible assets of Borrowers and Guarantors of the same type or category as the Senior Note Priority Collateral
to secure such Indebtedness, provided, that, as to any such security interests and liens arising after the date hereof: (i) such Borrower or Guarantor shall be required to grant such security interests or liens under the terms of the Pledge and
Security Agreement, dated as of March 22, 2002, by Parent and Senior Note Guarantors in favor of the Senior Note Trustee (as in effect as of the date hereof), (ii) such security interests and liens shall be subject and subordinate in
priority to the security interests and liens of Agent in any such trademarks or other intangible assets pursuant to the terms of an intercreditor agreement between Senior Note Trustee and Agent in form and substance satisfactory to Agent, as duly
executed, authorized and delivered by Senior Note Trustee and acknowledged and agreed to by Borrowers and Guarantors, (iii) Agent shall have received prior written notice of the intention of Parent or Senior Note Guarantors to grant such
security interests or liens and true, correct and complete copies of all agreements, documents and instruments related thereto, together with such other information with respect thereto as Agent may request; 

(m) the security interests and liens of Agent for the benefit of the bank or other financial institution that is party to the Interest
Rate Protection Agreements to the extent provided for herein and subject to the terms hereof; 
 (n) the security interests and
liens of a Factor in the Factor Priority Collateral to secure the Indebtedness of Borrowers to such Factor permitted under Section 9.9(k) hereof; provided, that, such security interests and liens of the Factors shall be subject to the terms and
conditions of the Factor Assignment Agreements; 
 (o) the security interests in and liens and mortgages upon the Real Property
of PE Real Estate located in Seneca, South Carolina arising after the date hereof to secure the Indebtedness of PE Real Estate permitted under Section 9.9(l) hereof; 
 (p) the security interests and liens set forth on Schedule 8.4 to the Information Certificate. 
 9.9 Indebtedness. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any
Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly), the Indebtedness, performance, obligations or dividends of any other Person, except: 

(a) the Obligations; 

  
 84 









 (b) purchase money Indebtedness (including Capital Leases) arising after the date hereof to
the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property not to exceed $10,000,000 in the aggregate at any time outstanding so long as such security interests and
mortgages do not apply to any property of such Borrower, Guarantor or Subsidiary other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as
the case may be; 
 (c) guarantees by any Borrower or Guarantor of the Obligations of the other Borrowers or Guarantors in favor
of Agent for the benefit of Lenders; 
 (d) the Indebtedness of any Borrower or Guarantor to any other Borrower or Guarantor
arising after the date hereof pursuant to Loans by any Borrower or Guarantor permitted under Section 9.10(g) hereof; 
 (e)
Indebtedness of any Borrower or Guarantor entered into in the ordinary course of business pursuant to Interest Rate Protection Agreements or Currency Exchange Agreements; provided, that, such arrangements are either with a Lender or an Affiliate
thereof or with banks or other financial institutions that have combined capital and surplus and undivided profits of not less than $250,000,000 and are acceptable to Agent, are not for speculative purposes and such Indebtedness shall be unsecured,
except as to obligations under Interest Rate Protection Agreements with a Lender or an Affiliate of a Lender or another financial institution, in each case approved by Agent, to the extent of the security interest of Agent in the Collateral as
provided herein; 
 (f) Indebtedness of Parent evidenced by the Senior Notes as in effect on the date hereof or as permitted to
be amended pursuant to the terms hereof, provided, that: 
 (i) the aggregate amount of such Indebtedness shall not exceed
$75,000,000, less the aggregate amount of all repayments or redemptions, whether optional or mandatory, in respect thereof, plus interest thereon at the rate provided for in the Senior Notes as in effect on the date hereof, provided, that, Borrowers
and Guarantors shall give Agent prior written notice of the intention of Parent to issue additional Senior Notes after the date hereof and incur such Indebtedness in excess of the current outstanding principal amount of $57,000,000, 

(ii) the Credit Facility is and shall at all times continue to be the “Senior Credit Facility” as such term is defined in the
Senior Note Indenture as in effect on the date hereof and is and shall be entitled to all of the rights and benefits thereof under the Senior Note Indenture as in effect on the date hereof, 

  
 85 









 (iii) Borrowers and Guarantors shall not, directly or indirectly, make any payments in
respect of such Indebtedness, except that they may make (A) regularly scheduled payments of interest and fees, if any, in respect of such Indebtedness when due in accordance with the terms of the Senior Notes and the Senior Note Indenture, in
each case as in effect on the date hereof and (B) payments of principal in respect of such Indebtedness when scheduled to mature in accordance with the terms of the Senior Note Indenture as in effect on the date hereof and earlier to the extent
permitted under Section 9.9(f)(v) below, 
 (iv) Borrowers and Guarantors shall not, directly or indirectly, amend,
modify, alter or change in any material respect any terms of such Indebtedness or any of the Senior Notes, the Senior Note Indenture or any related agreements, documents and instruments, except that Parent may, after prior written notice to Agent,
amend, modify, alter or change the terms thereof so as to extend the maturity thereof or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness other than pursuant to payments thereof, or to
reduce the interest rate or any fees in connection therewith, 
 (v) Borrowers and Guarantors shall not, directly or
indirectly, redeem, retire, defease, purchase or otherwise acquire all or any part of such Indebtedness other than at maturity (as set forth in the Senior Note Indenture as in effect on the date hereof or as extended after the date hereof), or set
aside or otherwise deposit or invest any sums for such purpose, except that 
 (A) Borrowers or Guarantors may redeem or
purchase all or any part of such Indebtedness, provided, that, as of the date of any such redemption or purchase or any payment in respect thereof and after giving effect thereto, (1) Agent shall have received prior written notice of the
intention of Borrowers or Guarantors to so redeem or purchase all or any part of such Indebtedness no later than two (2) Business Days’ prior to any such purchase or redemption, which notice shall specify the time period within which
Borrowers or Guarantors will redeem or purchase such Indebtedness (which shall be no earlier than the second Business Day thereafter and no later than five (5) Business Days after the receipt by Agent of the notice), the maximum amount that
Borrowers or Guarantors will pay in respect thereof and the range of the principal amount of the Senior Notes Borrowers or Guarantors anticipate will be so redeemed or purchased, (2) the aggregate amount of the Excess Availability of Borrowers
for each of the immediately preceding ten (10) consecutive days shall have been not less than $15,000,000 and as of the date of any such payment and after giving effect thereto, the aggregate amount of the Excess Availability of Borrowers shall
be not less than $15,000,000, and (3) as of the date of any such payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and 

  
 86 









 (B) Borrowers or Guarantors may redeem or purchase such Indebtedness with Refinancing
Indebtedness with respect thereto to the extent permitted under Section 9.9(p) hereof, and 
 (C) Borrowers or Guarantors
may redeem or purchase such Indebtedness with the proceeds of the issuance and sale of Capital Stock of Parent pursuant to a public or private offering permitted hereunder, provided, that, as of the date of any such redemption or purchase or any
payment in respect thereof and after giving effect thereto, (1) Borrowers and Guarantors shall have complied with all of the requirements of Section 9.7(b)(iii) with respect to such issuance and sale of common stock and in addition to such
requirements, the notice provided to Agent pursuant thereto shall specify that the proceeds are to be used for the redemption or purchase of such Indebtedness, the maximum amount that Borrowers and Guarantors will pay in respect thereof and the
range of the principal amount of the Senior Notes Borrowers and Guarantors anticipate will be so redeemed or purchased, (2) the redemption or repurchase shall be substantially contemporaneous with the issuance and sale of the common stock of
Parent pursuant to such public or private offering, (3) the aggregate amount of the Excess Availability of Borrowers for each of the immediately preceding ten (10) consecutive days shall have been not less than $15,000,000 and as of the
date of any such payment and after giving effect thereto, the aggregate amount of the Excess Availability of Borrowers shall be not less than $15,000,000, and (4) as of the date of any such payment and after giving effect thereto, no Default or
Event of Default shall exist or have occurred and be continuing, and 
 (vi) Agent shall have received true, correct and
complete copies of the Senior Note Indenture (including all amendments and supplemental indentures with respect thereto) and all related agreements, documents and instruments at any time entered into in connection therewith, 

(vii) Borrowers and Guarantors shall furnish to Agent all material written notices or demands in connection with such Indebtedness
either received by any Borrower or Guarantor or on its behalf, promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf, concurrently with the sending thereof, as the case may be; 

(g) Indebtedness of Parent evidenced by the Subordinated Notes as in effect on the date hereof or as permitted to be amended pursuant to
the terms hereof, provided, that: 
 (i) the aggregate amount of such Indebtedness shall not exceed $125,000,000, less the
aggregate amount of all repayments or redemptions, whether optional or mandatory, in respect thereof, plus interest thereon at the rate provided for in the Subordinated Notes as in effect on the date hereof, provided, that, Borrowers and Guarantors
shall give Agent prior written notice of the intention of Parent to issue additional Subordinated Notes after the date hereof and incur such Indebtedness in excess of the current outstanding principal amount of $100,000,000, 

(ii) the Obligations are and shall at all times continue to be “Designated Senior Indebtedness” and “Senior
Indebtedness” under the “Senior Credit Facility” as each of such terms is defined in the Subordinated Note Indenture as in effect on the date hereof and are and shall at all times be entitled to all of the rights and benefits thereof
under the Subordinated Note Indenture as in effect on the date hereof and there is not, and shall not be, any other “Designated Senior Indebtedness” except with the prior written consent of Agent; 

  
 87 









 (iii) Borrowers and Guarantors shall not, directly or indirectly, make any payments in
respect of such Indebtedness, except that they may make (A) regularly scheduled payments of interest and fees, if any, in respect of such Indebtedness when due in accordance with the terms of the Subordinated Notes and the Subordinated Note
Indenture as in effect on the date hereof, and (B) payments of principal in respect of such Indebtedness when scheduled to mature in accordance with the terms of the Subordinated Note Indenture as in effect on the date hereof and earlier to the
extent permitted under Section 9.9(g)(v) below, 
 (iv) Borrowers and Guarantors shall not, directly or indirectly, amend,
modify, alter or change in any material respect any terms of such Indebtedness or any of the Subordinated Notes, the Subordinated Note Indenture or any related agreements, documents and instruments, except that Parent may, after prior written notice
to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness other than pursuant to payments thereof,
or to reduce the interest rate or any fees in connection therewith, 
 (v) Borrowers and Guarantors shall not, directly or
indirectly, redeem, retire, defease, purchase or otherwise acquire all or any part of such Indebtedness other than at maturity (as set forth in the Subordinated Note Indenture as in effect on the date hereof or as extended after the date hereof), or
set aside or otherwise deposit or invest any sums for such purpose, except that 
 (A) Borrowers or Guarantors may redeem or
purchase all or any part of such Indebtedness, provided, that, as of the date of any such redemption or purchase or any payment in respect thereof and after giving effect thereto, (1) Agent shall have received prior written notice of the
intention of Borrowers to so redeem or purchase all or any part of such Indebtedness no later than two (2) Business Days’ prior to any such purchase or redemption, which notice shall specify the time period within which Borrowers will
redeem or purchase such Indebtedness (which shall be no earlier than the second Business Day thereafter and no later than five (5) Business Days after the receipt by Agent of the notice), the maximum amount that Borrower will pay in respect
thereof and the range of the principal amount of the Subordinated Notes Borrowers anticipate will be so redeemed or purchased, (2) the aggregate amount of the Excess Availability of Borrowers for each of the immediately preceding ten
(10) consecutive days shall have been not less than $15,000,000 and as of the date of any such payment and after giving effect thereto, the aggregate amount of the Excess Availability of Borrowers shall be not less than $15,000,000, and
(3) as of the date of any such payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and 

  
 88 









 (B) Borrowers may redeem or purchase all or any part of such Indebtedness with Refinancing
Indebtedness with respect thereto to the extent permitted under Section 9.9(p) hereof, 
 (C) Borrowers or Guarantors may
redeem or purchase such Indebtedness with the proceeds of the issuance and sale of Capital Stock of Parent pursuant to a public or private offering permitted hereunder, provided, that, as of the date of any such redemption or purchase or any payment
in respect thereof and after giving effect thereto, (1) Borrowers and Guarantors shall have complied with all of the requirements of Section 9.7(b)(iii) with respect to such issuance and sale of common stock and in addition to such
requirements, the notice provided to Agent pursuant thereto shall specify that the proceeds are to be used for the redemption or purchase of such Indebtedness, the maximum amount that Borrowers and Guarantors will pay in respect thereof and the
range of the principal amount of the Subordinated Notes Borrowers and Guarantors anticipate will be so redeemed or purchased, (2) the redemption or repurchase shall be substantially contemporaneous with the issuance and sale of the common stock
of Parent pursuant to such public or private offering, (3) the aggregate amount of the Excess Availability of Borrowers for each of the immediately preceding ten (10) consecutive days shall have been not less than $15,000,000 and as of the
date of any such payment and after giving effect thereto, the aggregate amount of the Excess Availability of Borrowers shall be not less than $15,000,000, and (4) as of the date of any such payment and after giving effect thereto, no Default or
Event of Default shall exist or have occurred and be continuing, and 
 (vi) Agent shall have received true, correct and
complete copies of the Subordinated Note Indenture (including all amendments and supplemental indentures with respect thereto) and all related agreements, documents and instruments at any time entered into in connection therewith, 

(vii) Borrowers and Guarantors shall furnish to Agent all material written notices or demands in connection with such Indebtedness
either received by any Borrower or Guarantor or on its behalf, promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf, concurrently with the sending thereof, as the case may be; 

(h) Indebtedness consisting of the guarantees by Senior Note Guarantors set forth in the Senior Note Indenture as in effect on the date
hereof of the Indebtedness of Parent evidenced by the Senior Notes permitted hereunder; 
 (i) Indebtedness consisting of the
guarantees by Subordinated Note Guarantors set forth in the Subordinated Note Indenture as in effect on the date hereof of the Indebtedness of Parent evidenced by the Subordinated Notes permitted hereunder; 

  
 89 









 (j) Indebtedness of Borrowers to each Letter of Credit Issuer under the Letter of Credit
Facility of Borrowers with such Letter of Credit Issuer; provided, that, (i) Agent shall have received true, correct and complete copies of all of the Letter of Credit Facility Agreements and all related agreements, documents and instruments,
(ii) in no event shall the aggregate amount of all such Indebtedness exceed $60,000,000 outstanding at any time, (iii) Agent shall have received a Letter of Credit Intercreditor Agreement in form and substance satisfactory to Agent duly
authorized, executed and delivered by each Letter of Credit Issuer, Borrowers and Guarantors, (iv) Borrowers and Guarantors shall not, directly or indirectly, amend, modify, alter or change in any material respect any terms of such Indebtedness
or any of the Letter of Credit Facility Agreements or any related agreements, documents and instruments, except that Borrowers may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity
thereof or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness other than pursuant to payments thereof, or to reduce the interest rate or any fees in connection therewith, (v) Agent
shall have received not less than ten (10) Business Days’ prior written notice of the intention of any Borrower or Guarantor to enter into any new Letter of Credit Facility after the date hereof, which notice shall set forth in reasonable
detail, the amount of such Letter of Credit Facility, the name and address of the proposed Letter of Credit Issuer, the proposed rates and fees, and the maturity date with respect thereto, together with such other information with respect thereto as
Agent may reasonably request and any Letter of Credit Issuer pursuant to such new Letter of Credit Facility shall be reasonably acceptable to Agent, and (vi) Borrowers and Guarantors shall furnish to Agent all material written notices or
demands in connection with such Indebtedness either received by any Borrower or Guarantor or on its behalf, promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf, concurrently with the sending thereof, as the case
may be; 
 (k) Indebtedness of Borrowers to Factors consisting of the commissions, fees and other charges payable by Borrowers
to Factors under the Factoring Agreements of Borrowers with such Factors; provided, that, such Indebtedness arises in connection with sales and assignments permitted under Section 9.7(b)(ix) hereof; 

(l) Indebtedness of PE Real Estate arising after the date hereof pursuant to a mortgage loan in immediately available funds by a
financial institution to PE Real Estate based on the value of the Real Property of PE Real Estate located in Seneca, South Carolina, provided, that, as to such Indebtedness, (i) Agent shall have received not less than thirty (30) days
prior written notice of the intention of PE Real Estate to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent, the amount of such proposed Indebtedness, the person to whom such Indebtedness is proposed
to be owed, the proposed interest rate, schedule of repayments and maturity date with respect thereto and such other information with respect thereto as Agent may request, (ii) Agent shall have received true, correct and complete copies of all
agreements, documents and instruments evidencing or otherwise related to such Indebtedness, as duly authorized, executed and delivered by the parties thereto, (iii) Agent shall have received a Collateral Access Agreement with respect to the
Real Property subject to the mortgage and lien to secure such Indebtedness from the person to whom such Indebtedness is owed, duly authorized, executed and delivered by such person, in form and substance satisfactory to Agent, (iv) such
Indebtedness shall be incurred by PE Real Estate at commercially reasonable rates and terms in a bona fide arm’s length transaction, (v) such Indebtedness shall not be owed to any shareholder, officer, director, agent, employee or other
Affiliate of any Borrower or Guarantor, (vi) PE Real Estate shall cause the person to whom such Indebtedness is owed to remit all of the proceeds of the loan giving rise to such Indebtedness directly to Agent for application to the Obligations,
(vii) in no event shall PE Real Estate or any other Borrower or Obligor make, or be required to make, payments in respect of the principal balance of such Indebtedness in any twelve (12) consecutive month period that in the aggregate
exceed the amount equal to twenty (20%) percent of the original principal amount of such Indebtedness, (viii) the Real Property owned by PE Real Estate in Seneca, South Carolina as of the date hereof, the value of which is the basis for
such loan, shall be the only collateral for such Indebtedness, (ix) as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred, and (x) Borrowers and
Guarantors shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any Borrower or Guarantor or on its behalf promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf,
concurrently with the sending thereof, as the case may be; and 

  
 90 









 (m) guarantees by a Borrower or Guarantor of the obligations of a Guarantor arising pursuant
to a lease or license by such Guarantor, of real or personal property in the ordinary course of the business of such Guarantor, provided, that, (i) the person issuing such guarantee is permitted hereunder to incur directly the obligation that
is being guaranteed and (ii) the aggregate amount of the lease or license payments in any fiscal year that are subject to such guarantee by a Borrower shall not exceed $5,000,000; 

(n) contingent Indebtedness owing to the issuers of surety bonds in an aggregate amount not to exceed $100,000 at any time; 

(o) Indebtedness consisting of obligations owed by a Borrower or Guarantor in the ordinary course of its business under License
Agreements for trademarks owned by third parties with respect to non-refundable, advance or minimum guarantee royalty payments up to $10,000,000 in the aggregate under all such License Agreements payable in any twelve (12) month period;

 (p) Indebtedness of Parent arising after the date hereof issued in exchange for, or the proceeds of which are used to extend,
refinance, replace or substitute for Indebtedness permitted under Section 9.9(b), Section 9.9(f) and Section 9.9(g) hereof (the “Refinancing Indebtedness”); provided, that, as to any such Refinancing Indebtedness, each of
the following conditions is satisfied: (i) Agent shall have received not less than ten (10) Business Days’ prior written notice of the intention to incur such Indebtedness, which notice shall set forth in reasonable detail
satisfactory to Agent, the amount of such Indebtedness, the schedule of repayments and maturity date with respect thereto and such other information with respect thereto as Agent may reasonably request, (ii) promptly upon Agent’s request,
Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, as duly authorized, executed and delivered by the parties thereto, (iii) the
Refinancing Indebtedness shall have a Weighted Average Life to Maturity and a final maturity equal to or greater than the Weighted Average Life to Maturity and the final maturity, respectively, of the Indebtedness being extended, refinanced,
replaced, or substituted for, (iv) the Refinancing Indebtedness shall rank in right of payment no more senior than, and be at least subordinated (if subordinated) to, the Obligations as the Indebtedness being extended, refinanced, replaced or
substituted for, (v) the Refinancing Indebtedness shall not include terms and conditions with respect to any Borrower or Guarantor which are more burdensome or restrictive in any material respect than those included in the Indebtedness so
extended, refinanced, replaced or substituted for, (vi) such Indebtedness incurred by any Borrower or Guarantor shall be at rates and with fees or other charges that are commercially reasonable, (vii) the incurring of such Indebtedness
shall not result in an Event of Default, (viii) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of the Indebtedness so extended, refinanced, replaced or substituted for (plus the amount of refinancing
fees and expenses incurred in connection therewith outstanding on the date of such event), (ix) the Refinancing Indebtedness shall be secured by substantially the same assets (or less of such assets) that secure the Indebtedness so extended,
refinanced, replaced or substituted for, provided, that, such security interests with respect to the Refinancing Indebtedness shall have a priority no more senior than, and be at least as subordinated, if subordinated (on terms and conditions
substantially similar to the subordination provisions applicable to the Indebtedness so extended, refinanced, replaced or substituted for or as is otherwise acceptable to Agent) as the security interest with respect to the Indebtedness so extended,
refinanced, replaced or substituted for, (x) Borrowers and Guarantors may only make payments of principal, interest and fees, if any, in respect of such Indebtedness to the extent such payments would have been permitted hereunder in respect of
the Indebtedness so extended, refinanced, replaced or substituted for (and except as otherwise permitted below), (xi) Borrowers and Guarantors shall not, directly or indirectly, (A) amend, modify, alter or change any terms of the
agreements with respect to such Refinancing Indebtedness, except that Borrowers and Guarantors may, after prior written notice to Agent, amend, modify, alter or change the terms thereof to the extent permitted with respect to the Indebtedness so
extended, refinanced, replaced or substituted for, or (B) redeem, retire, defease, purchase or otherwise acquired such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose (other than with Refinancing Indebtedness
to the extent permitted herein and to the extent permitted with respect to the Indebtedness so extended, refinanced, replaced or substituted for), and (xii) Borrowers and Guarantors shall furnish to Agent copies of all material notices or
demands in connection with Indebtedness received by any Borrower or Guarantor or on its behalf promptly after the receipt thereof or sent by any Borrower or Guarantor or on its behalf concurrently with the sending thereof, as the case may be; and


  
 91 









 (q) the Indebtedness set forth on Schedule 9.9 to the Information Certificate; provided,
that, (i) Borrowers and Guarantors may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness
as in effect on the date hereof, (ii) Borrowers and Guarantors shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on
the date hereof except, that, Borrowers and Guarantors may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to
forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness,
or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrowers and Guarantors shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any Borrower or Guarantor or on its
behalf, promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf, concurrently with the sending thereof, as the case may be. 

  
 92 









 9.10 Loans, Investments, Etc. Each Borrower and Guarantor shall not, and shall not permit
any Subsidiary to, directly or indirectly, make any Loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the Capital Stock or Indebtedness or all or a substantial
part of the assets or property of any person, or form or acquire any Subsidiaries, or agree to do any of the foregoing, except: 

(a) the endorsement of instruments for collection or deposit in the ordinary course of business; 

(b) investments in cash or Cash Equivalents, provided, that, (i) no Loans are then outstanding, except that, notwithstanding that
any Loans are outstanding, Borrowers and Guarantors may from time to time in the ordinary course of business consistent with the current practices of Borrowers and Guarantors as of the date hereof make deposits of cash or other immediately available
funds in operating demand deposit accounts used for disbursements to the extent required to provide funds for amounts drawn or anticipated to be drawn shortly on such accounts and such funds may be held in Cash Equivalents consisting of overnight
investments until so drawn (so long as such funds and Cash Equivalents are not held more than five (5) Business Days from the date of the initial deposit thereof and do not exceed $5,000,000 at any time) and (ii) the terms and conditions
of Section 5.2 hereof shall have been satisfied with respect to the deposit account, investment account or other account in which such cash or Cash Equivalents are held; 
 (c) the existing equity investments of each Borrower and Guarantor as of the date hereof in its Subsidiaries, provided, that, no Borrower or Guarantor shall have any further obligations or liabilities to
make any capital contributions or other additional investments or other payments to or in or for the benefit of any of such Subsidiaries; 
 (d) loans and advances by any Borrower or Guarantor to employees of such Borrower or Guarantor not to exceed the principal amount of $1,000,000 in the aggregate at any time outstanding for:
(i) reasonably and necessary work-related travel or other ordinary business expenses to be incurred by such employee in connection with their work for such Borrower or Guarantor and (ii) reasonable and necessary relocation expenses of such
employees (including home mortgage financing for relocated employees); 
 (e) stock or obligations issued to any Borrower or
Guarantor by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to such Borrower or Guarantor in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a
composition or readjustment of the debts of such Person; provided, that, the original of any such stock or instrument evidencing such obligations shall be promptly delivered to Agent, upon Agent’s request, together with such stock power,
assignment or endorsement by such Borrower or Guarantor as Agent may request; 

  
 93 









 (f) obligations of account debtors to any Borrower or Guarantor arising from Accounts which
are past due evidenced by a promissory note made by such account debtor payable to such Borrower or Guarantor; provided, that, promptly upon the receipt of the original of any such promissory note by such Borrower or Guarantor, such promissory note
shall be endorsed to the order of Agent by such Borrower or Guarantor and promptly delivered to Agent as so endorsed; 
 (g)
loans by a Borrower or Guarantor to another Borrower or Guarantor after the date hereof, provided, that, 
 (i) as to all of
such loans, (A) within thirty (30) days after the end of each fiscal month, Borrowers shall provide to Agent a report in form and substance satisfactory to Agent of the outstanding amount of such loans as of the last day of the immediately
preceding month and indicating any loans made and payments received during the immediately preceding month, (B) the Indebtedness arising pursuant to any such loan shall not be evidenced by a promissory note or other instrument, unless the
single original of such note or other instrument is promptly delivered to Agent upon its request to hold as part of the Collateral, with such endorsement and/or assignment by the payee of such note or other instrument as Agent may require,
(C) as of the date of any such loan and after giving effect thereto, the Borrower or Guarantor making such loan shall be Solvent, and (D) as of the date of any such loan and after giving effect thereto, no Default or Event of Default shall
exist or have occurred and be continuing, 
 (ii) as to loans by a Guarantor to a Borrower, (A) the Indebtedness arising
pursuant to such loan shall be subject to, and subordinate in right of payment to, the right of Agent and Lenders to receive the prior final payment and satisfaction in full of all of the Obligations on terms and conditions acceptable to Agent,
(B) promptly upon Agent’s request, Agent shall have received a subordination agreement, in form and substance satisfactory to Agent, providing for the terms of the subordination in right of payment of such Indebtedness of such Borrower to
the prior final payment and satisfaction in full of all of the Obligations, duly authorized, executed and delivered by such Guarantor and such Borrower, and (C) such Borrower shall not, directly or indirectly make, or be required to make, any
payments in respect of such Indebtedness prior to the end of the then current term of this Agreement; 
 (iii) as to loans by a
Borrower to a Guarantor or another Borrower, as of the date of any such loan and after giving effect thereto, Borrower making such Loan shall have Excess Availability of not less than $5,000,000, except as Agent may otherwise agree; 

  
 94 









 (h) loans of money or property (other than Collateral) after the date hereof by any Borrower
or Guarantor to any Person (other than to a Borrower or Guarantor) or investment after the date hereof by any Borrower or Guarantor by capital contribution in any Person, or the formation or acquisition after the date hereof by any Borrower or
Guarantor of any direct wholly-owned Subsidiary of such Borrower or Guarantor after the date hereof organized under the laws of a jurisdiction in the United States of America; provided, that, as to any such loans or investments, or the formation or
acquisition of any such Subsidiary, each of the following conditions is satisfied as determined by Agent: 
 (i) as of the date
of any such loan or investment, or the formation or acquisition of such Subsidiary or any payments in connection with the formation or acquisition of such Subsidiary, and in each case after giving effect thereto, no Default or Event of Default shall
exist or have occurred, 
 (ii) as of the date of any such loan or investment, or the formation or acquisition of such
Subsidiary or any payments in connection with the formation or acquisition of such Subsidiary, and in each case after giving effect thereto, the aggregate amount of the Excess Availability of Borrowers shall have been not less than $15,000,000 for
each of the immediately preceding ten (10) consecutive days and as of the date of any such loan or investment or formation or acquisition or any payment in connection therewith and after giving effect thereto, the aggregate amount of the Excess
Availability of Borrowers shall be not less than $15,000,000, 
 (iii) the Person receiving such loan or investment or the
Subsidiary formed or acquired, as the case may be, shall be engaged in a business related, ancillary or complementary to the business of Borrowers permitted in this Agreement, 

(iv) in the case of an investment by capital contribution, at Agent’s option, the original stock certificate or other instrument
evidencing such capital contribution (or such other evidence as may be issued in the case of a limited liability company) shall be promptly delivered to Agent, together with such stock power, assignment or endorsement as Agent may request, and
promptly upon Agent’s request, the Borrower or Guarantor making such investment shall execute and deliver to Agent a pledge and security agreement, in form and substance satisfactory to Agent, granting to Agent a first priority pledge of,
security interest in and lien upon all of the issued and outstanding shares of such stock or other instrument or interest (and in the case of a limited liability company take such other actions as Agent shall require with respect to Agent’s
security interests therein), 
 (v) in the case of loans of money or property, the original of any promissory note or other
instrument evidencing the Indebtedness arising pursuant to such loans shall be delivered, or caused to be delivered, to Agent, at Agent’s option, together with an appropriate endorsement, in form and substance satisfactory to Agent, 


  
 95 









 (vi) in the case of the formation or acquisition by a Borrower or Guarantor of any
Subsidiary, as to any such Subsidiary, (A) the Borrower or Guarantor forming such Subsidiary shall cause any such Subsidiary to execute and deliver to Agent, the following (each in form and substance satisfactory to Agent), (1) an absolute
and unconditional guarantee of payment of the Obligations, (2) a security agreement granting to Agent a first security interest and lien (except as otherwise consented to in writing by Agent) upon all of the assets of any such Subsidiary, and
(3) such other agreements, documents and instruments as Agent may require, including, but not limited to, supplements and amendments hereto and other loan agreements or instruments evidencing Indebtedness of such new Subsidiary to Agent and
(B) the Borrower or Guarantor forming such Subsidiary shall (1) execute and deliver to Agent, a pledge and security agreement, in form and substance satisfactory to Agent, granting to Agent a first pledge of and lien on all of the issued
and outstanding shares of Capital Stock of any such Subsidiary, and (C) deliver the original stock certificates evidencing such shares of Capital Stock (or such other evidence as may be issued in the case of a limited liability company),
together with stock powers with respect thereto duly executed in blank (or the equivalent thereof in the case of a limited liability company in which such interests are certificated, or otherwise take such actions as Agent shall require with respect
to Agent’s security interests therein), 
 (vii) Agent shall have received (A) not less than ten (10) Business
Days’ prior written notice thereof setting forth in reasonable detail the nature and terms thereof, (B) true, correct and complete copies of all agreements, documents and instruments relating thereto and (C) such other information
with respect thereto as Agent may request; 
 (i) the purchase by any Borrower or Guarantor of all or a substantial part of the
assets or property of any Person located in the United States (other than Capital Stock), provided, that, each of the following conditions is satisfied as determined by Agent in good faith; 

(i) as of the date of such purchase and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be
continuing, 
 (ii) as of the date of any payment in connection with such acquisition and after giving effect thereto, the
aggregate amount of the Excess Availability of Borrowers shall have been not less than $15,000,000 for each of the immediately preceding ten (10) consecutive days and the aggregate amount of the Excess Availability of Borrowers shall be not
less than $15,000,000, 
 (iii) Agent shall have received not less than ten (10) Business Days’ prior written notice
of the proposed acquisition and such information with respect thereto as Agent may reasonably request, including (A) the proposed date and amount of the acquisition, (B) a list and description of the assets to be acquired, and (C) the
total purchase price for the assets to be purchased (and the terms of payment of such purchase price), 
 (iv) promptly upon
Agent’s request, the Borrower or Guarantor purchasing such assets shall deliver, or cause to be delivered to Agent, true, correct and complete copies of all agreements, documents and instruments relating to such acquisition, 

  
 96 









 (v) the assets and properties being acquired by any Borrower or Guarantor shall be
substantially consistent with, and related to, the business of such Borrower or Guarantor permitted in this Agreement, 
 (vi)
the assets acquired by any Borrower or Guarantor shall be free and clear of any security interest, mortgage, pledge, lien, charge or other encumbrance (other than those permitted in this Agreement) and Lender shall have received evidence
satisfactory to it of the same, 
 (vii) the acquisition by any Borrower or Guarantor of such assets shall not violate any law
or regulation or any order or decree of any court or Governmental Authority in any material respect and shall not and will not conflict with or result in the breach of, or constitute a default in any respect under, any material agreement, document
or instrument to which such Borrower, or Guarantor or any Affiliate is a party or may be bound, or result in the creation or imposition of, or the obligation to grant, any lien, charge or encumbrance upon any of the property of such Borrower, or
Guarantor or any Affiliate or violate any provision of the certificate of incorporation, by-laws, certificate of formation, operating agreement or other organizational documentation of such Borrower or Guarantor, 

(viii) such purchase shall be in a bona fide arms’ length transaction with a person that is not an Affiliate of any Borrower or
Guarantor, 
 (ix) no Borrower or Guarantor shall become obligated with respect to any Indebtedness, nor any of its property
become subject to any security interest or lien, pursuant to such acquisition unless such Borrower or Guarantor could incur such Indebtedness or create such security interest or lien hereunder or under the other Financing Agreements, 

(x) Agent shall have received, in form and substance satisfactory to Agent, (A) evidence that Agent has valid and perfected
security interests in and liens upon all purchased assets to the extent such assets constitute Collateral hereunder, (B) UCC financing statements or other similar registrations required in any foreign jurisdiction), (C) all Collateral
Access Agreements and other consents, waivers, acknowledgments and other agreements from third persons which Agent may reasonably deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets
purchased, (D) the agreement of the seller consenting to the collateral assignment by the Borrower or Guarantor purchasing such assets of all rights and remedies and claims for damages of such Borrower or Guarantor relating to the Collateral
under the agreements, documents and instruments relating to such acquisition and (E) such other agreements, documents and instruments as Agent may request in connection therewith, 

(xi) in no event shall any Accounts or Inventory so acquired by any Borrower pursuant to such acquisition be deemed Eligible Accounts or
Eligible Inventory unless and until Agent shall have conducted a field examination with respect thereto (and at Agent’s option, at Borrowers’ expense, obtained an appraisal of such Inventory by an appraiser reasonably acceptable to Agent
and in form, scope and methodology reasonably acceptable to Agent and addressed to Agent and upon which Agent is expressly permitted to rely, which appraisal shall be in addition to any appraisals which Agent may obtain pursuant to its rights under
Section 7.3 hereof) and then only to the extent the criteria for Eligible Accounts and Eligible Inventory set forth herein are satisfied with respect thereto in accordance with this Agreement (or such other or additional criteria as Agent may,
at its option, establish with respect thereto in accordance with this Agreement and subject to such Reserves as Agent may establish in accordance with this Agreement), and upon the request of Agent, the Accounts and Inventory acquired by such
Borrower or Guarantor pursuant to such acquisition shall at all times after such acquisition be separately identified and reported to Agent in a manner satisfactory to Agent; 

  
 97 









 (j) the loans and advances set forth on Schedule 9.10 to the Information Certificate;
provided, that, as to such Loans and advances, Borrowers and Guarantors shall not, directly or indirectly, amend, modify, alter or change the terms of such Loans and advances or any agreement, document or instrument related thereto and Borrowers and
Guarantors shall furnish to Agent all notices or demands in connection with such Loans and advances either received by any Borrower or Guarantor or on its behalf, promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its
behalf, concurrently with the sending thereof, as the case may be. 
 9.11 Dividends and Redemptions. Each Borrower and
Guarantor shall not, directly or indirectly, declare or pay any dividends on account of any shares of class of any Capital Stock of such Borrower or Guarantor now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for
such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration or apply or set apart any sum, or make any
other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, except that: 
 (a) any Borrower or Guarantor may declare and pay such dividends or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock for consideration in the form of shares
of common stock (so long as after giving effect thereto no Change of Control or other Default or Event of Default shall exist or occur); 
 (b) Borrowers and Guarantors may pay dividends to the extent permitted in Section 9.12 below; 
 (c) any Subsidiary of a Borrower or Guarantor may pay dividends to a Borrower; 

(d) Borrowers and Guarantors may repurchase Capital Stock consisting of common stock held by employees pursuant to any employee stock
ownership plan thereof upon the termination, retirement or death of any such employee in accordance with the provisions of such plan, provided, that, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date
of the payment for such repurchase and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (ii) such repurchase shall be paid with funds legally available therefor, (iii) such
repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which such Borrower or Guarantor is a party or by which such Borrower or Guarantor or its or their property are bound, and (iv) the
aggregate amount of all payments for such repurchases in any calendar year shall not exceed $1,000,000; 

  
 98 









 (e) Parent may from time to time pay dividends in respect of its outstanding shares of
Capital Stock consisting of common stock or repurchase outstanding shares of Capital Stock consisting of its common stock; provided, that, 
 (i) as of the date of the payment for any such dividend or repurchase and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, 

(ii) as of the date of the payment for any such dividend or repurchase and after giving effect thereto, the aggregate amount of the
Excess Availability of Borrowers shall have been not less than $15,000,000 for each of the immediately preceding ten (10) consecutive days and the aggregate amount of the Excess Availability of Borrowers shall be not less than $15,000,000,

 (iii) such dividend or repurchase shall not violate any law or regulation or the terms of any indenture, agreement or
undertaking to which any Borrower or Guarantor or its or their property are bound, 
 (iv) such dividend or repurchase shall be
paid out of legally available funds therefor, and 
 (v) Agent shall have received not less than ten (10) Business
Days’ prior written notice thereof setting forth in reasonable detail the amount of the dividend or the shares to be repurchased and the amount that Parent anticipates that it will be required to pay for such repurchase and such other
information with respect thereto as Agent may request; 
 9.12 Transactions with Affiliates. Each Borrower and Guarantor shall
not, directly or indirectly: 
 (a) purchase, acquire or lease any property from, or sell, transfer or lease any property to,
any officer, director or other Affiliate of such Borrower or Guarantor, except in the ordinary course of and pursuant to the reasonable requirements of such Borrower’s or Guarantor’s business (as the case may be) and upon fair and
reasonable terms no less favorable to such Borrower or Guarantor than such Borrower or Guarantor would obtain in a comparable arm’s length transaction with an unaffiliated person; or 

(b) make any payments (whether by dividend, loan or otherwise) of management, consulting or other fees for management or similar
services, or of any Indebtedness owing to any officer, employee, shareholder, director or any other Affiliate of such Borrower or Guarantor, except (i) reasonable compensation to officers, employees and directors for services rendered to such
Borrower or Guarantor in the ordinary course of business, and (ii) payments by any such Borrower or Guarantor to Parent for actual and necessary reasonable out-of-pocket legal and accounting, insurance, marketing, payroll and similar types of
services paid for by Parent on behalf of such Borrower or Guarantor, in the ordinary course of their respective businesses or as the same may be directly attributable to such Borrower or Guarantor and for the payment of taxes by or on behalf of
Parent. 

  
 99 









 9.13 Compliance with ERISA. Each Borrower and Guarantor shall, and shall cause each of its
ERISA Affiliates, to: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal and State law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; (c) not terminate any of such Plans so as to incur any material liability to the Pension Benefit Guaranty Corporation; (d) not allow or suffer to exist any prohibited transaction involving any of such
Plans or any trust created thereunder which would subject such Borrower, Guarantor or such ERISA Affiliate to a material tax or penalty or other liability on prohibited transactions imposed under Section 4975 of the Code or ERISA; (e) make
all required contributions to any Plan which it is obligated to pay under Section 302 of ERISA, Section 412 of the Code or the terms of such Plan; (f) not allow or suffer to exist any accumulated funding deficiency, whether or not
waived, with respect to any such Plan; or (g) allow or suffer to exist any occurrence of a reportable event or any other event or condition which presents a material risk of termination by the Pension Benefit Guaranty Corporation of any such
Plan that is a single employer plan, which termination could result in any material liability to the Pension Benefit Guaranty Corporation. 
 9.14 End of Fiscal Years; Fiscal Quarters. Each Borrower and Guarantor shall, for financial reporting purposes, cause its, and each of its Subsidiaries’ (a) fiscal years to end on
January 31 of each year except that the fiscal year of Supreme Canada shall end on May 31 of each year (provided that upon prior written notice to Agent, the end of the fiscal year of Supreme Canada may be changed to January 31) and
(b) fiscal quarters to end on April 30, July 31, October 31 and January 31 of each year except that the fiscal quarters of Supreme Canada shall end on August 30, November 30, February 28
and May 31 of each year (provided that upon prior written notice to Agent, the fiscal quarters of Supreme Canada may be changed to end on April 30, July 31, October 31 and January 31 in connection with the change
of the end of its fiscal year to January 31). 
 9.15 Change in Business. Each Borrower and Guarantor shall not engage in
any business other than the business of such Borrower or Guarantor on the date hereof and any business reasonably related, ancillary or complementary to the business in which such Borrower or Guarantor is engaged on the date hereof. 

9.16 Limitation of Restrictions Affecting Subsidiaries. Each Borrower and Guarantor shall not, directly, or indirectly, create or
otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of such Borrower or Guarantor to (a) pay dividends or make other distributions or pay any Indebtedness owed to such
Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor; (b) make Loans or advances to such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor, (c) transfer any of its properties or assets to such Borrower
or Guarantor or any Subsidiary of such Borrower or Guarantor; or (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and
restrictions arising under (i) applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Borrower or Guarantor or any Subsidiary of such
Borrower or Guarantor, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor, (v) any agreement relating
to permitted Indebtedness incurred by a Subsidiary of such Borrower or Guarantor prior to the date on which such Subsidiary was acquired by such Borrower or such Guarantor and outstanding on such acquisition date, and (vi) the extension or
continuation of contractual obligations in existence on the date hereof; provided, that, any such encumbrances or restrictions contained in such extension or continuation are no less favorable to Agent and Lenders than those encumbrances and
restrictions under or pursuant to the contractual obligations so extended or continued. 

  
 100









 9.17 Minimum EBITDA. At any time that the aggregate amount of the Excess Availability of
Borrowers is less than $15,000,000, (a) the EBITDA of Parent and its Subsidiaries (on a consolidated basis) for the preceding twelve (12) consecutive months (treated as a single accounting period) as of the end of the most recent fiscal
month for which Agent or any Lender has received financial statements of Borrowers or Guarantors, shall be not less than $27,500,000 and (b) the EBITDA of Parent and its Subsidiaries (on a consolidated basis) as of the end of the most recent
two (2) fiscal months, on a combined basis, for which Agent or any Lender has received financial statements of Borrowers or Guarantors shall be positive. 
 9.18 License Agreements. 
 (a) With respect to a License Agreement applicable to
Intellectual Property that is owned by a third party and licensed to a Borrower or Guarantor and that is affixed to or otherwise used in connection with the manufacture, sale or distribution of any Inventory, each Borrower and Guarantor shall
(i) give Agent not less than ninety (90) days prior written notice of its intention to not renew or to terminate, cancel, surrender or release its rights under any such License Agreement, or to amend any such License Agreement or related
arrangements to limit the scope of the right of such Borrower or Guarantor to use the Intellectual Property subject to such License Agreement, either with respect to product, territory, term or otherwise, or to increase the amounts to be paid by
such Borrower or Guarantor thereunder or in connection therewith (and Agent may establish such Reserves as a result of any of the foregoing as Agent may reasonably determine), (ii) give Agent prompt written notice of any such License Agreement
entered into by such Borrower or Guarantor after the date hereof, or any material amendment to any such License Agreement existing on the date hereof, in each case together with a true, correct and complete copy thereof and such other information
with respect thereto as Agent may in good request, (iii) give Agent prompt written notice of any material breach of any obligation, or any default, by the third party that is the licensor or by the Borrower or Guarantor that is the licensee or
any other party under any such License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a
notice from such Borrower or Guarantor) a copy of each notice of default and any other notice received or delivered by such Borrower or Guarantor in connection with any such a License Agreement that relates to the scope of the right, or the
continuation of the right, of such Borrower or Guarantor to use the Intellectual Property subject to such License Agreement or the amounts required to be paid thereunder. 

  
 101









 (b) With respect to a License Agreement applicable to Intellectual Property that is owned by
a third party and licensed to a Borrower or Guarantor and that is affixed to or otherwise used in connection with the manufacture, sale or distribution of any Inventory, at any time an Event of Default shall exist or have occurred and be continuing
or if after giving effect to any Reserves, or the reduction in the applicable Borrowing Base as a result of Eligible Inventory using such licensed Intellectual Property ceasing to be Eligible Inventory, the aggregate amount of the Excess
Availability of Borrowers is less than $5,000,000, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such License Agreement, whether in its own name and behalf, or in the name
and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, subject to and in accordance with the terms of such License Agreement. Agent may, but shall not be required to, perform any or all of such
obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the
Obligations. 
 9.19 Costs and Expenses. Borrowers and Guarantors shall pay to Agent on demand all costs, expenses, filing fees
and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement,
the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof,
including: (a) all costs and expenses of filing or recording (including Uniform Commercial Code financing statement filing taxes and fees or other registrations or filing fees, documentary taxes, intangibles taxes and mortgage recording taxes
and fees, if applicable); (b) costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, costs and expenses of
remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Blocked Accounts, together with Agent’s customary charges and fees with respect thereto; (c) charges, fees or expenses charged by
any bank or issuer in connection with the Letter of Credit Accommodations; (d) costs and expenses of preserving and protecting the Collateral; (e) costs and expenses paid or incurred in connection with obtaining payment of the Obligations,
enforcing the security interests and liens of Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements or defending any claims made or threatened against
Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (f) all out-of-pocket expenses and costs heretofore and from time to time hereafter
incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and
office (which rate as of the date hereof is $750 per person per day); and (g) the fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing. 

  
 102









 9.20 Further Assurances. At the request of Agent at any time and from time to time,
Borrowers and Guarantors shall, at their expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments, and do or cause to be done such further acts as may be necessary or proper to
evidence, perfect, maintain and enforce the security interests and the priority thereof in the Collateral and to otherwise effectuate the provisions or purposes of this Agreement or any of the other Financing Agreements. Agent may at any time and
from time to time request a certificate from an officer of any Borrower or Guarantor representing that all conditions precedent to the making of Loans and providing Letter of Credit Accommodations contained herein are satisfied. In the event of such
request by Agent, Agent and Lenders may, at Agent’s option, cease to make any further Loans or provide any further Letter of Credit Accommodations until Agent has received such certificate and, in addition, Agent has determined that such
conditions are satisfied. 
 SECTION 10. EVENTS OF DEFAULT AND REMEDIES 
 10.1 Events of Default. The occurrence or existence of any one or more of the following events are referred to herein individually as an “Event of Default”, and collectively as “Events of
Default”: 
 (a) (i) any Borrower fails to pay any of the Obligations within three (3) Business Days after when
due or (ii) any Borrower or Obligor fails to perform any of the covenants contained in Sections 9.1, 9.2, 9.3, 9.4, 9.13, 9.14, 9.15, 9.16 and 9.18 of this Agreement and such failure shall continue for twenty (20) days; provided, that,
such twenty (20) day period shall not apply in the case of: (A) any failure to observe any such covenant which is not capable of being cured at all or within such twenty (20) day period or which has been the subject of a prior failure
within a six (6) month period or (B) an intentional breach by any Borrower or Obligor of any such covenant or (iii) any Borrower or Obligor fails to perform any of the terms, covenants, conditions or provisions contained in this
Agreement or any of the other Financing Agreements other than those described in Sections 10.1(a)(i) and 10.1(a)(ii) above, provided, that, in the case of any failure to comply with the second sentence of Section 9.5 hereof, such failure
continues for a period of ten (10) Business Days after written notice thereof by Agent to Borrower Agent; 
 (b) any
representation, warranty or statement of fact made by any Borrower or Guarantor to Agent in this Agreement, the other Financing Agreements or any other written agreement, schedule, confirmatory assignment or otherwise shall when made or deemed made
be false or misleading in any material respect; 

  
 103









 (c) any Obligor revokes or terminates or purports to revoke or terminate or fails to perform
in any material respect any of the terms, covenants, conditions or provisions of any guarantee, endorsement or other agreement of such party in favor of Agent or any Lender; 
 (d) any judgment for the payment of money is rendered against any Borrower or Obligor in excess of $5,000,000 in any one case or in excess of $5,000,000 in the aggregate (to the extent not covered by
insurance where the insurer has assumed responsibility in writing for such judgment) and shall remain undischarged or unvacated for a period in excess of thirty (30) days or execution shall at any time not be effectively stayed, or any judgment
other than for the payment of money, or injunction, attachment, garnishment or execution is rendered against any Borrower or Obligor or any of the Collateral having a value in excess of $5,000,000; 

(e) any Obligor (being a natural person or a general partner of an Obligor which is a partnership) dies or any Borrower or Obligor, which
is a partnership, limited liability company, limited liability partnership or a corporation, dissolves or suspends or discontinues doing business; 
 (f) any Borrower or Obligor makes an assignment for the benefit of creditors or calls a meeting of its creditors or principal creditors in connection with a moratorium or adjustment of the Indebtedness
due to them; 
 (g) a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or
under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity) is filed against any Borrower or Obligor or all or any
part of its properties and such petition or application is not dismissed within thirty (30) days after the date of its filing or any Borrower or Obligor shall file any answer admitting or not contesting such petition or application or indicates
its consent to, acquiescence in or approval of, any such action or proceeding or the relief requested is granted sooner; 
 (h)
a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now
or hereafter in effect (whether at a law or equity) is filed by any Borrower or Obligor or for all or any part of its property; 

(i) any default in respect of any Indebtedness of any Borrower or Obligor (other than Indebtedness owing to Agent and Lenders hereunder),
in any case in an amount in excess of $5,000,000, which default continues for more than the applicable cure period, if any, with respect thereto or any default by any Borrower or Obligor under any Material Contract, which default continues for more
than the applicable cure period, if any, with respect thereto and/or is not waived in writing by the other parties thereto; 

  
 104









 (j) any material provision hereof or of any of the other Financing Agreements shall for any
reason cease to be valid, binding and enforceable with respect to any party hereto or thereto (other than Agent) in accordance with its terms, or any such party shall challenge the enforceability hereof or thereof, or shall assert in writing, or
take any action or fail to take any action based on the assertion that any material provision hereof or of any of the other Financing Agreements has ceased to be or is otherwise not valid, binding or enforceable in accordance with its terms, or any
security interest provided for herein or in any of the other Financing Agreements shall cease to be a valid and perfected first priority security interest in any of the Collateral purported to be subject thereto (except as otherwise permitted herein
or therein); 
 (k) an ERISA Event shall occur which results in or could reasonably be expected to result in liability of any
Borrower in an aggregate amount in excess of $5,000,000; 
 (l) any Change of Control; 

(m) the indictment by any Governmental Authority, or as Agent may reasonably and in good faith determine, the threatened indictment by
any Governmental Authority of any Borrower or Obligor of which any Borrower, Obligor or Agent receives notice, in either case, as to which there is a reasonable possibility of an adverse determination, in the good faith determination of Agent, under
any criminal statute, or commencement or threatened commencement of criminal or civil proceedings against such Borrower or Obligor, pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of
(i) any of the Collateral having a value in excess of $5,000,000 or (ii) any other property of any Borrower or Guarantor which is necessary or material to the conduct of its business; 

(n) there shall be a material adverse change in the business, assets or prospects of any Borrower or Obligor after the date hereof; or

 (o) there shall be an event of default under any of the other Financing Agreements. 

10.2 Remedies. 

(a) At any time an Event of Default exists or has occurred and is continuing, Agent and Lenders shall have all rights and remedies
provided in this Agreement, the other Financing Agreements, the UCC and other applicable law, all of which rights and remedies may be exercised without notice to or consent by any Borrower or Obligor, except as such notice or consent is expressly
provided for hereunder or required by applicable law. All rights, remedies and powers granted to Agent and Lenders hereunder, under any of the other Financing Agreements, the UCC or other applicable law, are cumulative, not exclusive and
enforceable, in Agent’s discretion, alternatively, successively, or concurrently on any one or more occasions, and shall include, without limitation, the right to apply to a court of equity for an injunction to restrain a breach or threatened
breach by any Borrower or Obligor of this Agreement or any of the other Financing Agreements. Subject to Section 12 hereof, Agent may, and at the direction of the Required Lenders shall, at any time or times, proceed directly against any
Borrower or Obligor to collect the Obligations without prior recourse to the Collateral. 

  
 105









 (b) Without limiting the foregoing, at any time an Event of Default exists or has occurred
and is continuing, Agent may, in its discretion, and upon the direction of the Required Lenders, shall (i) accelerate the payment of all Obligations and demand immediate payment thereof to Agent for itself and the ratable benefit of Lenders
(provided, that, upon the occurrence of any Event of Default described in Sections 10.1(g) and 10.1(h), all Obligations shall automatically become immediately due and payable), (ii) terminate the Commitments and this Agreement. 

(c) Without limiting the foregoing, at any time an Event of Default exists or has occurred and is continuing, Agent may, in its
discretion, (i) with or without judicial process or the aid or assistance of others, enter upon any premises on or in which any of the Collateral may be located and take possession of the Collateral or complete processing, manufacturing and
repair of all or any portion of the Collateral, (ii) require any Borrower or Obligor, at Borrowers’ expense, to assemble and make available to Agent any part or all of the Collateral at any place and time designated by Agent,
(iii) collect, foreclose, receive, appropriate, setoff and realize upon any and all Collateral, (iv) remove any or all of the Collateral from any premises on or in which the same may be located for the purpose of effecting the sale,
foreclosure or other disposition thereof or for any other purpose, (v) sell, lease, transfer, assign, deliver or otherwise dispose of any and all Collateral (including entering into contracts with respect thereto, public or private dispositions
at any exchange, broker’s board, at any office of Agent or elsewhere) at such prices or terms as Agent may deem reasonable, for cash, upon credit or for future delivery, with the Agent having the right to purchase the whole or any part of the
Collateral at any such public disposition, all of the foregoing being free from any right or equity of redemption of any Borrower or Obligor, which right or equity of redemption is hereby expressly waived and released by Borrowers and Obligors
and/or (vi) terminate this Agreement. If any of the Collateral is sold or leased by Agent upon credit terms or for future delivery, the Obligations shall not be reduced as a result thereof until payment therefor is finally collected by Agent.
If notice of disposition of Collateral is required by law, ten (10) days prior notice by Agent to Borrower Agent designating the time and place of any public sale or the time after which any private sale or other intended disposition of
Collateral is to be made, shall be deemed to be reasonable notice thereof and Borrowers and Obligors waive any other notice. In the event Agent institutes an action to recover any Collateral or seeks recovery of any Collateral by way of prejudgment
remedy, each Borrower and Obligor waives the posting of any bond which might otherwise be required. At any time an Event of Default exists or has occurred and is continuing, upon Agent’s request, Borrowers will either, as Agent shall specify,
furnish cash collateral to the issuer to be used to secure and fund Agent’s reimbursement obligations to the issuer in connection with any Letter of Credit Accommodations or furnish cash collateral to Agent for the Letter of Credit
Accommodations. Such cash collateral shall be in the amount equal to one hundred ten (110%) percent of the amount of the Letter of Credit Accommodations plus the amount of any fees and expenses payable in connection therewith through the end of
the latest expiration date of such Letter of Credit Accommodations. 

  
 106









 (d) At any time or times that an Event of Default exists or has occurred and is continuing,
Agent may, in its discretion, enforce the rights of any Borrower or Obligor against any account debtor, secondary obligor or other obligor in respect of any of the Accounts or other Receivables. Without limiting the generality of the foregoing,
Agent may, in its discretion, and upon the direction of the Required Lenders, Agent shall, at such time or times (i) notify any or all account debtors, secondary obligors or other obligors in respect thereof that the Receivables have been
assigned to Agent and that Agent has a security interest therein and Agent may direct any or all accounts debtors, secondary obligors and other obligors to make payment of Receivables directly to Agent, (ii) extend the time of payment of,
compromise, settle or adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Receivables or other obligations included in the Collateral and thereby discharge or release the account debtor or any
secondary obligors or other obligors in respect thereof without affecting any of the Obligations, (iii) demand, collect or enforce payment of any Receivables or such other obligations, but without any duty to do so, and Agent and Lenders shall
not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (iv) take whatever other action Agent may deem necessary or desirable for the protection of its
interests and the interests of Lenders. At any time that an Event of Default exists or has occurred and is continuing, at Agent’s request, all invoices and statements sent to any account debtor shall state that the Accounts and such other
obligations have been assigned to Agent and are payable directly and only to Agent and Borrowers and Obligors shall deliver to Agent such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to
any Accounts as Agent may require. In the event any account debtor returns Inventory when an Event of Default exists or has occurred and is continuing, Borrowers shall, upon Agent’s request, hold the returned Inventory in trust for Agent,
segregate all returned Inventory from all of its other property, dispose of the returned Inventory solely according to Agent’s instructions, and not issue any credits, discounts or allowances with respect thereto without Agent’s prior
written consent. 
 (e) To the extent that applicable law imposes duties on Agent or any Lender to exercise remedies in a
commercially reasonable manner (which duties cannot be waived under such law), each Borrower and Guarantor acknowledges and agrees that it is not commercially unreasonable for Agent or any Lender (i) to fail to incur expenses reasonably deemed
significant by Agent or any Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for
access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain consents of any Governmental Authority or other third party for the collection or disposition of Collateral to be collected or disposed of,
(iii) to fail to exercise collection remedies against account debtors, secondary obligors or other persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (iv) to exercise collection
remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general
circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other persons, whether or not in the same business as any Borrower or Guarantor, for expressions of interest in acquiring all or any portion of the
Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing Internet sites that provide
for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to
disclaim disposition warranties, (xi) to purchase insurance or credit enhancements to insure Agent or Lenders against risks of loss, collection or disposition of Collateral or to provide to Agent or Lenders a guaranteed return from the
collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of
any of the Collateral. Each Borrower and Guarantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Agent or any Lender would not be commercially unreasonable in the exercise by
Agent or any Lender of remedies against the Collateral and that other actions or omissions by Agent or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation of the
foregoing, nothing contained in this Section shall be construed to grant any rights to any Borrower or Guarantor or to impose any duties on Agent or Lenders that would not have been granted or imposed by this Agreement or by applicable law in the
absence of this Section. 

  
 107









 (f) Subject to those terms and conditions of any applicable License Agreement as to
trademarks licensed by a Borrower or Guarantor from a third party, for the purpose of enabling Agent to exercise the rights and remedies hereunder, each Borrower and Obligor hereby grants to Agent, to the extent assignable, an irrevocable,
non-exclusive license (exercisable at any time an Event of Default shall exist or have occurred and for so long as the same is continuing) without payment of royalty or other compensation to any Borrower or Obligor, to use, assign, license or
sublicense any of the trademarks, service-marks, trade names, business names, trade styles, designs, logos and other source of business identifiers and other Intellectual Property and general intangibles now owned or hereafter acquired by any
Borrower or Obligor, wherever the same maybe located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.
Nothing contained herein shall limit the application of 679.4081 of the UCC or Section 9-408 of the Uniform Commercial Code of any other applicable jurisdiction to the terms of any License Agreement. 

(g) Agent may apply the cash proceeds of Collateral actually received by Agent from any sale, lease, foreclosure or other disposition of
the Collateral to payment of the Obligations, in whole or in part and in such order as Agent may elect, whether or not then due. Borrowers and Guarantors shall remain liable to Agent and Lenders for the payment of any deficiency with interest at the
highest rate provided for herein and all costs and expenses of collection or enforcement, including attorneys’ fees and expenses. 
 (h) Without limiting the foregoing, upon the occurrence of a Default or an Event of Default, (i) Agent and Lenders may, at Agent’s option, and upon the occurrence of an Event of Default at the
direction of the Required Lenders, Agent and Lenders shall, without notice, (A) cease making Loans or arranging for Letter of Credit Accommodations or reduce the lending formulas or amounts of Loans and Letter of Credit Accommodations available
to Borrowers and/or (B) terminate any provision of this Agreement providing for any future Loans or Letter of Credit Accommodations to be made by Agent and Lenders to Borrowers and (ii) Agent may, at its option, establish such Reserves as
Agent determines, without limitation or restriction, notwithstanding anything to the contrary contained herein. 

  
 108









 SECTION 11. JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW 

11.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. 

(a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements and any dispute arising out of the
relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of Florida but excluding any principles of conflicts of law or other rule of law that would cause the
application of the law of any jurisdiction other than the laws of the State of Florida. 
 (b) Borrowers, Guarantors, Agent and
Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the Circuit Court of Miami-Dade County, Florida and the United States District Court for the Southern District of Florida, whichever Agent may elect, and waive any objection
based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in
respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute
with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against any Borrower or Guarantor or its or their property in the courts of any
other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against any Borrower or Guarantor or its or their property). 

(c) Each Borrower and Guarantor hereby waives personal service of any and all process upon it and consents that all such service of
process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at
Agent’s option, by service upon any Borrower or Guarantor (or Borrower Agent on behalf of such Borrower or Guarantor) in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such
Borrower or Guarantor shall appear in answer to such process, failing which such Borrower or Guarantor shall be deemed in default and judgment may be entered by Agent against such Borrower or Guarantor for the amount of the claim and other relief
requested. 

  
 109









 (d) BORROWERS, GUARANTORS, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF
THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWERS, GUARANTORS, AGENT AND LENDERS EACH HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY BORROWER, ANY GUARANTOR, AGENT OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 (e) Agent and Lenders
shall not have any liability to any Borrower or Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by such Borrower or Guarantor in connection with, arising out of, or in any way related to the transactions or
relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent and such Lender, that the losses were the
result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, Agent and Lenders shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary
care in the performance by it of the terms of this Agreement. Each Borrower and Guarantor: (i) certifies that neither Agent, any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented,
expressly or otherwise, that Agent and Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this
Agreement and the other Financing Agreements, Agent and Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 11.1 and elsewhere herein and therein. 

11.2 Waiver of Notices. Each Borrower and Guarantor hereby expressly waives demand, presentment, protest and notice of protest and notice
of dishonor with respect to any and all instruments and chattel paper, included in or evidencing any of the Obligations or the Collateral, and any and all other demands and notices of any kind or nature whatsoever with respect to the Obligations,
the Collateral and this Agreement, except such as are expressly provided for herein. No notice to or demand on any Borrower or Guarantor which Agent or any Lender may elect to give shall entitle such Borrower or Guarantor to any other or further
notice or demand in the same, similar or other circumstances. 

  
 110









 11.3 Amendments and Waivers. 

(a) Neither this Agreement nor any other Financing Agreement nor any terms hereof or thereof may be amended, waived, discharged or
terminated unless such amendment, waiver, discharge or termination is in writing signed by Agent and the Required Lenders or at Agent’s option, by Agent with the authorization of the Required Lenders, and as to amendments to any of the
Financing Agreements (other than with respect to any provision of Section 12 hereof), by any Borrower; except, that, no such amendment, waiver, discharge or termination shall: 

(i) reduce the interest rate or any fees or extend the time of payment of principal, interest or any fees or reduce the principal amount
of any Loan or Letter of Credit Accommodations, in each case without the consent of each Lender directly affected thereby, 

(ii) increase the Commitment of any Lender over the amount thereof then in effect or provided hereunder, in each case without the
consent of the Lender directly affected thereby, 
 (iii) release any Collateral (except as expressly required hereunder or
under any of the other Financing Agreements or applicable law and except as permitted under Section 12.11(b) hereof), without the consent of Agent and all of Lenders, 
 (iv) reduce any percentage specified in the definition of Required Lenders, without the consent of Agent and all of Lenders, 
 (v) consent to the assignment or transfer by any Borrower or Guarantor of any of their rights and obligations under this Agreement, without the consent of Agent and all of Lenders, 

(vi) amend, modify or waive any terms of this Section 11.3 hereof, without the consent of Agent and all of Lenders, or 

(vii) increase the advance rates constituting part of the Borrowing Base, without the consent of Agent and all of Lenders. 

(b) Agent and Lenders shall not, by any act, delay, omission or otherwise be deemed to have expressly or impliedly waived any of its or
their rights, powers and/or remedies unless such waiver shall be in writing and signed as provided herein. Any such waiver shall be enforceable only to the extent specifically set forth therein. A waiver by Agent or any Lender of any right, power
and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which Agent or any Lender would otherwise have on any future occasion, whether similar in kind or otherwise. 

(c) Notwithstanding anything to the contrary contained in Section 11.3(a) above, in connection with any amendment, waiver, discharge
or termination, in the event that any Lender whose consent thereto is required shall fail to consent or fail to consent in a timely manner (such Lender being referred to herein as a “Non-Consenting Lender”), but the consent of any other
Lenders to such amendment, waiver, discharge or termination that is required are obtained, if any, then Congress shall have the right, but not the obligation, at any time thereafter, and upon the exercise by Congress of such right, such
Non-Consenting Lender shall have the obligation, to sell, assign and transfer to Congress or such Eligible Transferee as Congress may specify, the Commitment of such Non-Consenting Lender and all rights and interests of such Non-Consenting Lender
pursuant thereto. Congress shall provide the Non-Consenting Lender with prior written notice of its intent to exercise its right under this Section, which notice shall specify the date on which such purchase and sale shall occur. Such purchase and
sale shall be pursuant to the terms of an Assignment and Acceptance (whether or not executed by the Non-Consenting Lender), except that on the date of such purchase and sale, Congress, or such Eligible Transferee specified by Congress, shall pay to
the Non-Consenting Lender the amount equal to: (i) the principal balance of the Loans held by the Non-Consenting Lender outstanding as of the close of business on the Business Day immediately preceding the effective date of such purchase and
sale, plus (ii) amounts accrued and unpaid in respect of interest and fees payable to the Non-Consenting Lender to the effective date of the purchase (but in no event shall the Non-Consenting Lender be deemed entitled to any early termination
fee), minus (iii) the amount of the closing fee received by the Non-Consenting Lender pursuant to the terms hereof or of any of the other Financing Agreements multiplied by the fraction, the numerator of which is the number of months remaining
in the then current term of the Credit Facility and the denominator of which is the number of months in the then current term thereof. Such purchase and sale shall be effective on the date of the payment of such amount to the Non-Consenting Lender
and the Commitment of the Non-Consenting Lender shall terminate on such date. 

  
 111









 (d) The consent of Agent shall be required for any amendment, waiver or consent affecting
the rights or duties of Agent hereunder or under any of the other Financing Agreements, in addition to the consent of the Lenders otherwise required by this Section and the exercise by Agent of any of its rights hereunder with respect to Reserves or
Eligible Accounts or Eligible Inventory shall not be deemed an amendment to the advance rates provided for in this Section 11.3. 
 11.4 Waiver of Counterclaims. Each Borrower and Guarantor waives all rights to interpose any claims, deductions, setoffs or counterclaims of any nature (other than compulsory counterclaims) in any action
or proceeding with respect to this Agreement, the Obligations, the Collateral or any matter arising therefrom or relating hereto or thereto. 
 11.5 Indemnification. Each Borrower and Guarantor shall, jointly and severally, indemnify and hold Agent and each Lender, and its officers, directors, agents, employees, advisors and counsel and their
respective Affiliates (each such person being an “Indemnitee”), harmless from and against any and all losses, claims, damages, liabilities, costs or expenses (including attorneys’ fees and expenses) imposed on, incurred by or asserted
against any of them in connection with any litigation, investigation, claim or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, any other
Financing Agreements, or any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, and the fees
and expenses of counsel except that Borrowers and Guarantors shall not have any obligation under this Section 11.5 to indemnify an Indemnitee with respect to a matter covered hereby resulting from the gross negligence or wilful misconduct of
such Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction (but without limiting the obligations of Borrowers or Guarantors as to any other Indemnitee). To the extent that the undertaking to
indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers and Guarantors shall pay the maximum portion which it is permitted to pay under applicable law to Agent and
Lenders in satisfaction of indemnified matters under this Section. To the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any of the other Financing Agreements or any undertaking or
transaction contemplated hereby. All amounts due under this Section shall be payable upon demand. The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Agreement. 

  
 112









 11.6 Currency Indemnity. If, for the purposes of obtaining judgment in any court in any
jurisdiction with respect to this Agreement or any of the other Financing Agreements, it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this Agreement or under any of the
other Financing Agreements in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made pursuant to the Currency Exchange Convention at which Agent is able, on the relevant date, to purchase the
Currency Due with the Judgment Currency prevailing on the Business Day before the day on which judgment is given. In the event that there is a change in the rate pursuant to the Currency Exchange Convention prevailing between the Business Day before
the day on which the judgment is given and the date of receipt by Agent of the amount due, Borrowers and Guarantors will, on the date of receipt by Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount,
if any, as may be necessary to ensure that the amount received by Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by Agent is the amount then due under this
Agreement or such other of the Financing Agreements in the Currency Due. If the amount of the Currency Due which Agent is able to purchase is less than the amount of the Currency Due originally due to it, Borrowers and Guarantors shall indemnify and
save Agent and Lenders harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and
the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Agent or any Lender from time to time and shall continue in full force and effect notwithstanding
any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any of the other Financing Agreements or under any judgment or order. The term “Currency Exchange Convention” as used herein shall mean the
procedure used by Agent to value in US Dollars (i) the obligations or assets of Borrower or Guarantor that are originally measured in Canadian Dollars and (ii) any other amount expressed in Canadian Dollars or any other currency, other
than US Dollars, in each case by using the spot price for the purchase of US Dollars with Canadian Dollars (or such other currency) provided to Agent by the Reference Bank (or such other bank as Agent may specify for such purpose) for the
immediately preceding Business Day. 

  
 113









 SECTION 12. THE AGENT 
 12.1 Appointment, Powers and Immunities. Each Lender irrevocably designates, appoints and authorizes Congress to act as Agent hereunder and under the other Financing Agreements with such powers as are
specifically delegated to Agent by the terms of this Agreement and of the other Financing Agreements, together with such other powers as are reasonably incidental thereto. Agent (a) shall have no duties or responsibilities except those
expressly set forth in this Agreement and in the other Financing Agreements, and shall not by reason of this Agreement or any other Financing Agreement be a trustee or fiduciary for any Lender; (b) shall not be responsible to Lenders for any
recitals, statements, representations or warranties contained in this Agreement or in any of the other Financing Agreements, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or
any other Financing Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement or any other document referred to or provided for herein or therein or for any
failure by any Borrower or any Obligor or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be responsible to Lenders for any action taken or omitted to be taken by it hereunder or under any other
Financing Agreement or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct as determined by a final non-appealable
judgment of a court of competent jurisdiction. Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. Agent may deem and treat
the payee of any note as the holder thereof for all purposes hereof unless and until the assignment thereof pursuant to an agreement (if and to the extent permitted herein) in form and substance satisfactory to Agent shall have been delivered to and
acknowledged by Agent. 
 12.2 Reliance by Agent. Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telecopy, telex, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal
counsel, independent accountants and other experts selected by Agent in good faith. As to any matters not expressly provided for by this Agreement or any other Financing Agreement, Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or thereunder in accordance with instructions given by the Required Lenders or all of Lenders as is required in such circumstance, and such instructions of such Lenders and any action taken or failure to act
pursuant thereto shall be binding on all Lenders. 

  
 114









 12.3 Events of Default. 

(a) Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default or other failure of a
condition precedent to the Loans and Letter of Credit Accommodations hereunder, unless and until Agent has received written notice from a Lender, or a Borrower specifying such Event of Default or any unfulfilled condition precedent, and stating that
such notice is a “Notice of Default or Failure of Condition”. In the event that Agent receives such a Notice of Default or Failure of Condition, Agent shall give prompt notice thereof to the Lenders and Borrower Agent. Agent shall (subject
to Section 12.7) take such action with respect to any such Event of Default or failure of condition precedent as shall be directed by the Required Lenders; provided, that, unless and until Agent shall have received such directions, Agent may
(but shall not be obligated to) take such action, or refrain from taking such action, with respect to or by reason of such Event of Default or failure of condition precedent, as it shall deem advisable in the best interest of Lenders. Without
limiting the foregoing, and notwithstanding the existence or occurrence and continuance of an Event of Default or any other failure to satisfy any of the conditions precedent set forth in Section 4 of this Agreement to the contrary, Agent may,
but shall have no obligation to, continue to make Loans and issue or cause to be issued Letter of Credit Accommodations for the ratable account and risk of Lenders from time to time if Agent believes making such Loans or issuing or causing to be
issued such Letter of Credit Accommodations is in the best interests of Lenders. 
 (b) Except with the prior written consent of
Agent, no Lender may assert or exercise any enforcement right or remedy in respect of the Loans, Letter of Credit Accommodations or other Obligations, as against any Borrower or Obligor or any of the Collateral or other property of any Borrower or
Obligor. 
 12.4 Congress in its Individual Capacity. With respect to its Commitment and the Loans made and Letter of Credit
Accommodations issued or caused to be issued by it (and any successor acting as Agent), so long as Congress shall be a Lender hereunder, it shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it
were not acting as Agent, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include Congress in its individual capacity as Lender hereunder. Congress (and any successor acting as Agent) and its
Affiliates may (without having to account therefor to any Lender) lend money to, make investments in and generally engage in any kind of business with Borrowers (and any of its Subsidiaries or Affiliates) as if it were not acting as Agent, and
Congress and its Affiliates may accept fees and other consideration from any Borrower or Guarantor and any of its Subsidiaries and Affiliates for services in connection with this Agreement or otherwise without having to account for the same to
Lenders. 
 12.5 Indemnification. Lenders agree to indemnify Agent (to the extent not reimbursed by Borrowers hereunder and
without limiting any obligations of Borrowers hereunder) ratably, in accordance with their Pro Rata Shares, for any and all claims of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Agent (including by any
Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Financing Agreement or any other documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby (including the costs and expenses that Agent is obligated to pay hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided, that, no Lender shall be liable for any of
the foregoing to the extent it arises from the gross negligence or willful misconduct of Agent as determined by a final non-appealable judgment of a court of competent jurisdiction. The foregoing indemnity shall survive the payment of the
Obligations and the termination or non-renewal of this Agreement. 

  
 115









 12.6 Non-Reliance on Agent and Other Lenders. Each Lender agrees that it has, independently
and without reliance on Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrowers and Obligors and has made its own decision to enter into this Agreement and that
it will, independently and without reliance upon Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under
this Agreement or any of the other Financing Agreements. Agent shall not be required to keep itself informed as to the performance or observance by any Borrower or Obligor of any term or provision of this Agreement or any of the other Financing
Agreements or any other document referred to or provided for herein or therein or to inspect the properties or books of any Borrower or Obligor. Agent will use reasonable efforts to provide Lenders with any information received by Agent from any
Borrower or Obligor which is required to be provided to Lenders hereunder or which is reasonably requested by a Lender and with a copy of any Notice of Default or Failure of Condition received by Agent from any Borrower or any Lender; provided,
that, Agent shall not be liable to any Lender for any failure to do so, except to the extent that such failure is attributable to Agent’s own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of
competent jurisdiction. Except for notices, reports and other documents expressly required to be furnished to Lenders by Agent hereunder, Agent shall not have any duty or responsibility to provide any Lender with any other credit or other
information concerning the affairs, financial condition or business of any Borrower or Obligor that may come into the possession of Agent. 
 12.7 Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder
and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking
or continuing to take any such action. 
 12.8 Additional Loans. Agent shall not make any Loans or provide any Letter of Credit
Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to
such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally
and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or
advisable in its discretion, provided, that: (a) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the
aggregate principal amount of the Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to
ten (10%) of the Maximum Credit outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of
Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree.
Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. 

  
 116









 12.9 Concerning the Collateral and the Related Financing Agreements. Each Lender authorizes
and directs Agent to enter into this Agreement and the other Financing Agreements. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the terms of this Agreement or the other Financing Agreements and the
exercise by Agent or Required Lenders of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders. 

12.10 Field Audit, Examination Reports and other Information; Disclaimer by Lenders. By signing this Agreement, each Lender: 

(a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or
examination report and such report with respect to the Borrowing Base prepared by Agent or prepared by Borrowers or Guarantors and provided to Agent (each field audit or examination report and report with respect to the Borrowing Base being referred
to herein as a “Report” and collectively, “Reports”); 
 (b) expressly agrees and acknowledges that Agent
(i) does not make any representation or warranty as to the accuracy of any Report, or (ii) shall not be liable for any information contained in any Report; 
 (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or any other party performing any audit or examination will inspect only specific
information regarding Borrowers and Guarantors and will rely significantly upon Borrowers’ and Guarantors’ books and records, as well as on representations of Borrowers’ and Guarantors’ personnel; and 

(d) agrees to keep all Reports confidential and strictly for its internal use in accordance with the terms of Section 13.5 hereof,
and not to distribute or use any Report in any other manner. 

  
 117









 12.11 Collateral Matters. 

(a) Agent may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or
upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which Agent, in its sole discretion, (i) deems necessary or
desirable either to preserve or protect the Collateral or any portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrowers and Guarantors of the Loans and other Obligations, provided, that, the aggregate
principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Accommodations which Agent may make or provide as set forth in Section 12.8
hereof, shall not exceed the aggregate amount of ten (10%) percent of the Maximum Credit outstanding at any time or (iii) to pay any other amount chargeable to any Borrower or Guarantor pursuant to the terms of this Agreement or any of the
other Financing Agreements consisting of costs, fees and expenses and payments to any issuer of Letter of Credit Accommodations. Special Agent Advances shall be repayable on demand and be secured by the Collateral. Special Agent Advances shall not
constitute Loans but shall otherwise constitute Obligations hereunder. Without limitation of its obligations pursuant to Section 6.10, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available
funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover
such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal
Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three
leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent's demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Prime
Rate Loans. 
 (b) Lenders hereby irrevocably authorize Agent, at its option and in its discretion to release any security
interest in, mortgage or lien upon, any of the Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations and delivery of cash collateral to the extent required under Section 13.1 below, or
(ii) constituting property being sold or disposed of if Borrower Agent or any Borrower or Guarantor certifies to Agent that the sale or disposition is made in compliance with Section 9.7 hereof (and Agent may rely conclusively on any such
certificate, without further inquiry), or (iii) constituting property in which any Borrower or Guarantor did not own an interest at the time the security interest, mortgage or lien was granted or at any time thereafter, or (iv) having a
value in the aggregate in any twelve (12) month period of less than $5,000,000, or (v) if required or permitted under the terms hereof or under the terms of any of the other Financing Agreements, including any intercreditor agreement, or
(vi) approved, authorized or ratified in writing by all of Lenders. Except as provided above, Agent will not release any security interest in, mortgage or lien upon, any of the Collateral without the prior written authorization of all of
Lenders. Upon request by Agent at any time, Lenders will promptly confirm in writing Agent’s authority to release particular types or items of Collateral pursuant to this Section. 

  
 118









 (c) Without in any manner limiting Agent’s authority to act without any specific or
further authorization or consent by the Required Lenders, each Lender agrees to confirm in writing, upon request by Agent, the authority to release Collateral conferred upon Agent under this Section. Agent shall (and is hereby irrevocably authorized
by Lenders to) execute such documents as may be necessary to evidence the release of the security interest, mortgage or liens granted to Agent upon any Collateral to the extent set forth above; provided, that, (i) Agent shall not be required to
execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligations or entail any consequence other than the release of such security interest, mortgage or liens without recourse or warranty
and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any security interest, mortgage or lien upon (or obligations of any Borrower or Guarantor in respect of) the Collateral retained by such Borrower or
Guarantor. 
 (d) Agent shall have no obligation whatsoever to any Lender or any other Person to investigate, confirm or assure
that the Collateral exists or is owned by any Borrower or Guarantor or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans or Letter
of Credit Accommodations hereunder, or whether any particular reserves are appropriate, or that the liens and security interests granted to Agent pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or
lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to Agent in this Agreement or in any of the other Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any
manner it may deem appropriate, in its discretion, given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or liability whatsoever to any other Lender. 

12.12 Agency for Perfection. Each Lender hereby appoints Agent and each other Lender as agent and bailee for the purpose of perfecting
the security interests in and liens upon the Collateral of Agent in assets which, in accordance with Article 9 of the UCC can be perfected only by possession (or where the security interest of a secured party with possession has priority over the
security interest of another secured party) and Agent and each Lender hereby acknowledges that it holds possession of any such Collateral for the benefit of Agent as secured party. Should any Lender obtain possession of any such Collateral, such
Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions. 
 12.13 Successor Agent. Agent may resign as Agent upon thirty (30) days’ notice to Lenders and Parent. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the
Lenders a successor agent for Lenders. If no successor agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and Parent, a successor agent from among Lenders. Upon the acceptance
by the Lender so selected of its appointment as successor agent hereunder, such successor agent shall succeed to all of the rights, powers and duties of the retiring Agent and the term “Agent” as used herein and in the other Financing
Agreements shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 12 shall inure
to its benefit as to any actions taken or omitted by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days after the date of a retiring Agent’s notice of
resignation, the retiring Agent’s resignation shall nonetheless thereupon become effective and Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for
above. 

  
 119









 SECTION 13. TERM OF AGREEMENT; MISCELLANEOUS 

13.1 Term. 
 (a)
This Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall continue in full force and effect for a term ending on the date three (3) years from the date hereof (the
“Renewal Date”), and from year to year thereafter, unless sooner terminated pursuant to the terms hereof; provided, that, except as Agent and Borrower Agent may otherwise agree, in the event that the term of this Agreement shall continue
for any additional year after the date three (3) years from the date hereof, Borrowers and Guarantors shall pay to Agent an extension fee in the amount of one-sixth (1/6%) percent of the Maximum Credit which fee shall be earned and payable
in full on the date that is three (3) years from the date hereof in respect of the extension for each year after the Renewal Date. Agent may, at its option (or shall at the direction of any Lender in writing received by Agent at least ninety
(90) days prior to the Renewal Date or the anniversary of any Renewal Date, as the case may be), terminate this Agreement and the other Financing Agreements effective on the Renewal Date or any anniversary of the Renewal Date in any year by
giving to Borrower Agent at least sixty (60) days prior written notice. In addition, Borrowers may terminate this Agreement at any time upon ten (10) days prior written notice to Agent (which notice shall be irrevocable) and Agent may, at
its option, and shall at the direction of Required Lenders, terminate this Agreement at any time on or after an Event of Default. Upon any effective date of termination of the Financing Agreements (including the Renewal Date), Borrowers shall pay to
Agent all outstanding and unpaid Obligations and shall furnish cash collateral to Agent (or at Agent’s option, a letter of credit issued for the account of Borrowers and at Borrowers’ expense, in form and substance satisfactory to Agent,
by an issuer acceptable to Agent and payable to Agent as beneficiary) in such amounts as Agent determines are reasonably necessary to secure Agent and Lenders from loss, cost, damage or expense, including attorneys’ fees and expenses, in
connection with any contingent Obligations, including issued and outstanding Letter of Credit Accommodations and checks or other payments provisionally credited to the Obligations and/or as to which Agent or any Lender has not yet received final and
indefeasible payment. The amount of such cash collateral (or letter of credit, as Agent may determine) as to any Letter of Credit Accommodations shall be in the amount equal to one hundred ten (110%) percent of the amount of the Letter of
Credit Accommodations plus the amount of any fees and expenses payable in connection therewith through the end of the latest expiration date of such Letter of Credit Accommodations. Such payments in respect of the Obligations and cash collateral
shall be remitted by wire transfer in Federal funds to the Agent Payment Account or such other bank account of Agent, as Agent may, in its discretion, designate in writing to Borrower Agent for such purpose. Interest shall be due until and including
the next Business Day, if the amounts so paid by Borrowers to the Agent Payment Account or other bank account designated by Agent are received in such bank account later than 12:00 noon, Miami time. 

  
 120









 (b) No termination of this Agreement or the other Financing Agreements shall relieve or
discharge any Borrower or Guarantor of its respective duties, obligations and covenants under this Agreement or the other Financing Agreements until all Obligations have been fully and finally discharged and paid, and Agent’s continuing
security interest in the Collateral and the rights and remedies of Agent and Lenders hereunder, under the other Financing Agreements and applicable law, shall remain in effect until all such Obligations have been fully and finally discharged and
paid. Accordingly, each Borrower and Guarantor waives any rights it may have under the UCC to demand the filing of termination statements with respect to the Collateral and Agent shall not be required to send such termination statements to Borrowers
or Guarantors, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations paid and satisfied in full in immediately available funds. 

13.2 Interpretative Provisions. 
 (a) All terms used herein which are defined in Article 1, Article 8 or Article 9 of the UCC shall have the meanings given therein unless otherwise defined in this Agreement. 

(b) All references to the plural herein shall also mean the singular and to the singular shall also mean the plural unless the context
otherwise requires. 
 (c) All references to any Borrower, Guarantor, Agent and Lenders pursuant to the definitions set forth in
the recitals hereto, or to any other person herein, shall include their respective successors and assigns. 
 (d) The words
“hereof”, “herein”, “hereunder”, “this Agreement” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not any particular provision of this Agreement and as this
Agreement now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 
 (e) The
word “including” when used in this Agreement shall mean “including, without limitation”. 
 (f) An Event of
Default shall exist or continue or be continuing until such Event of Default is waived in accordance with Section 11.3 or is cured in a manner satisfactory to Agent, if such Event of Default is capable of being cured as reasonably determined by
Agent. 

  
 121









 (g) All references to the term “good faith” used herein when applicable to Agent
or any Lender shall mean, notwithstanding anything to the contrary contained herein or in the UCC, honesty in fact in the conduct or transaction concerned. Borrowers and Guarantors shall have the burden of proving any lack of good faith on the part
of Agent or any Lender alleged by any Borrower or Guarantor at any time. 
 (h) Any accounting term used in this Agreement shall
have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations hereunder shall be computed unless otherwise specifically provided herein, in accordance with GAAP as
consistently applied and using the same method for inventory valuation as used in the preparation of the financial statements of Parent most recently received by Agent prior to the date hereof. 

(i) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and
including", the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”. 
 (j) All references to the term “knowledge” used herein when applicable to any Borrower or Guarantor shall mean the actual knowledge of any officer, director, agent or employee of a Borrower or
Guarantor or constructive knowledge of such facts that such person should have known in the course of the performance of their respective duties on behalf of a Borrower or Guarantor but without requiring specific inquiries as to the applicable
circumstances as to a representation or warranty set forth herein each time such representation or warranty is made or deemed made hereunder. 
 (k) Unless otherwise expressly provided herein, (i) references herein to any agreement, document or instrument shall be deemed to include all subsequent amendments, modifications, supplements,
extensions, renewals, restatements or replacements with respect thereto, but only to the extent the same are not prohibited by the terms hereof or of any other Financing Agreement, and (ii) references to any statute or regulation are to be
construed as including all statutory and regulatory provisions consolidating, amending, replacing, recodifying, supplementing or interpreting the statute or regulation. 
 (l) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. 

(m) This Agreement and other Financing Agreements may use several different limitations, tests or measurements to regulate the same or
similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms. 
 (n) This Agreement and the other Financing Agreements are the result of negotiations among and have been reviewed by counsel to Agent and the other parties, and are the products of all parties.
Accordingly, this Agreement and the other Financing Agreements shall not be construed against Agent or Lenders merely because of Agent’s or any Lender’s involvement in their preparation. 

  
 122









 13.3 Notices. All notices, requests and demands hereunder shall be in writing and deemed to
have been given or made: if delivered in person, immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt; if by nationally recognized overnight courier service with
instructions to deliver the next Business Day, one (1) Business Day after sending; and if by certified mail, return receipt requested, five (5) days after mailing. All notices, requests and demands upon the parties are to be given to the
following addresses (or to such other address as any party may designate by notice in accordance with this Section): 
  

					
		 	 If to any Borrower
or Guarantor:
	    	 Perry Ellis International, Inc.
 3000 NW 107/th/ Avenue
 Miami, Florida 33172

Attention: Ms. Rosemary B. Trudeau
 Telephone:
305-592-2830
 Telecopy: 305-594-2307

			
		 	with a copy to:	    	 Broad and Cassel
 201 S.
Biscayne Boulevard
 Suite 3000
 Miami,
Florida 33131
 Attention: Dale S. Bergman, Esq.
 Telephone: 305-373-9400
 Telecopy: 305-373-9443

			
		 	If to Agent:	    	 Congress Financial Corporation (Florida)
 777 Brickell Avenue
 Miami, Florida 33131
 Attention: Ms. Kerry Maxwell
 Telephone No.: 305-371-6671

Telecopy No.: 305-371-9456


 13.4 Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement
shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.


  
 123









 13.5 Confidentiality. 

(a) Agent and each Lender shall use all reasonable efforts to keep confidential, in accordance with its customary procedures for handling
confidential information and safe and sound lending practices, any non-public information supplied to it by any Borrower pursuant to this Agreement which is clearly and conspicuously marked as confidential at the time such information is furnished
by such Borrower to Agent or such Lender, provided, that, nothing contained herein shall limit the disclosure of any such information: (i) to the extent required by statute, rule, regulation, subpoena or court order, (ii) to bank examiners
and other regulators, auditors and/or accountants, in connection with any litigation to which Agent or such Lender is a party, (iii) to any Lender or Participant (or prospective Lender or Participant) or to any Affiliate of any Lender so long
as such Lender or Participant (or prospective Lender or Participant) or Affiliate shall have been instructed to treat such information as confidential in accordance with this Section 13.5, or (iv) to counsel for Agent or any Lender or
Participant (or prospective Lender or Participant). 
 (b) In the event that Agent or any Lender receives a request or demand to
disclose any confidential information pursuant to any subpoena or court order, Agent or such Lender, as the case may be, agrees (i) to the extent permitted by applicable law or if permitted by applicable law, to the extent Agent or such Lender
determines in good faith that it will not create any risk of liability to Agent or such Lender, Agent or such Lender will promptly notify Borrower Agent of such request so that Borrower Agent may seek a protective order or other appropriate relief
or remedy and (ii) if disclosure of such information is required, disclose such information and, subject to reimbursement by Borrowers of Agent’s or such Lender’s expenses, cooperate with Borrower Agent in the reasonable efforts to
obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the disclosed information which Borrower Agent so designates, to the extent permitted by applicable law or if permitted by applicable law, to
the extent Agent or such Lender determines in good faith that it will not create any risk of liability to Agent or such Lender. 

(c) In no event shall this Section 13.5 or any other provision of this Agreement, any of the other Financing Agreements or
applicable law be deemed: (i) to apply to or restrict disclosure of information that has been or is made public by any Borrower, Guarantor or any third party or otherwise becomes generally available to the public other than as a result of a
disclosure in violation hereof, (ii) to apply to or restrict disclosure of information that was or becomes available to Agent or any Lender (or any Affiliate of any Lender) on a non-confidential basis from a person other than a Borrower or
Guarantor, (iii) to require Agent or any Lender to return any materials furnished by a Borrower or Guarantor to Agent or a Lender or prevent Agent or a Lender from responding to routine informational requests in accordance with the Code of
Ethics for the Exchange of Credit Information promulgated by The Robert Morris Associates or other applicable industry standards relating to the exchange of credit information. The obligations of Agent and Lenders under this Section 13.5 shall
supersede and replace the obligations of Agent and Lenders under any confidentiality letter signed prior to the date hereof. 

  
 124









 13.6 Successors. This Agreement, the other Financing Agreements and any other document
referred to herein or therein shall be binding upon and inure to the benefit of and be enforceable by Agent, Lenders, Borrowers, Guarantors and their respective successors and assigns, except that Borrower may not assign its rights under this
Agreement, the other Financing Agreements and any other document referred to herein or therein without the prior written consent of Agent and Lenders. Any such purported assignment without such express prior written consent shall be void. No Lender
may assign its rights and obligations under this Agreement without the prior written consent of Agent, except as provided in Section 13.7 below. The terms and provisions of this Agreement and the other Financing Agreements are for the purpose
of defining the relative rights and obligations of Borrowers, Guarantors, Agent and Lenders with respect to the transactions contemplated hereby and there shall be no third party beneficiaries of any of the terms and provisions of this Agreement or
any of the other Financing Agreements. 
 13.7 Assignments; Participations. 

(a) Each Lender may, with the prior written consent of Agent, assign all or, if less than all, a portion equal to at least $10,000,000 in
the aggregate for the assigning Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become
a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Agent on the Register and (ii) Agent shall have received for its
sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000. 
 (b) Agent shall
maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and
shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and any Borrowers, Obligors, Agent and Lenders may treat each Person
whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower Agent and any Lender at any reasonable time and from time to time upon reasonable prior
notice. 
 (c) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, the assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Accommodations) of a Lender hereunder and thereunder and the assigning Lender shall, to the extent that rights and obligations hereunder have
been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. 

  
 125









 (d) By execution and delivery of an Assignment and Acceptance, the assignor and assignee
thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Financing Agreements or the execution, legality, enforceability, genuineness, sufficiency or value of this Agreement or any of
the other Financing Agreements furnished pursuant hereto, (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower, Obligor or any of their Subsidiaries
or the performance or observance by any Borrower or Obligor of any of the Obligations; (iii) such assignee confirms that it has received a copy of this Agreement and the other Financing Agreements, together with such other documents and
information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon the assigning Lender, Agent or any other Lender
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Financing Agreements, (v) such assignee appoints
and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to Agent by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto, and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it
as a Lender. Agent and Lenders may furnish any information concerning any Borrower or Obligor in the possession of Agent or any Lender from time to time to assignees and Participants. 

(e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations
under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Accommodations, without the consent of Agent or the
other Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, Guarantors, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement and the other Financing Agreements, and (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant’s rights against such Lender in
respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Borrower or Obligor hereunder shall be determined as if such Lender had not
sold such participation. 
 (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder
to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank. 

  
 126









 (g) Borrowers and Guarantors shall assist Agent or any Lender permitted to sell assignments
or participations under this Section 13.7 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and
other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or
Participants. Borrowers shall certify the correctness, completeness and accuracy, in all material respects, of all descriptions of Borrowers and Guarantors and their affairs provided, prepared or reviewed by any Borrower or Guarantor that are
contained in any selling materials and all other information provided by it and included in such materials. 
 13.8 Entire
Agreement. This Agreement, the other Financing Agreements, any supplements hereto or thereto, and any instruments or documents delivered or to be delivered in connection herewith or therewith represents the entire agreement and understanding
concerning the subject matter hereof and thereof between the parties hereto, and supersede all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning
the subject matter hereof, whether oral or written. In the event of any inconsistency between the terms of this Agreement and any schedule or exhibit hereto, the terms of this Agreement shall govern. 

13.9 Counterparts, Etc. This Agreement or any of the other Financing Agreements may be executed in any number of counterparts, each of
which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement or any of the other Financing Agreements by telefacsimile shall have the same force and
effect as the delivery of an original executed counterpart of this Agreement or any of such other Financing Agreements. Any party delivering an executed counterpart of any such agreement by telefacsimile shall also deliver an original executed
counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement. 

  
 127









 IN WITNESS WHEREOF, Agent, Lenders, Borrowers and Guarantors have caused these presents to
be duly executed as of the day and year first above written. 
  

											
	AGENT	 		 		  	BORROWERS
				
	CONGRESS FINANCIAL CORPORATION	 		 		  	SUPREME INTERNATIONAL, INC.
	    (FLORIDA), as Agent	 		 		  		 	
						
	By:	 	  
	 		 		  	By:	 	  

	Title:	 	  
	 		 	Title:	  	  

					
		 		 		 		  	JANTZEN, INC.
						
		 		 		 		  	By:	 	  

		 		 		 		  	Title:	 	  



 

			
	LENDERS
	
	CONGRESS FINANCIAL CORPORATION     (FLORIDA)
		
	By:	 	  

	Title:	 	  

	Commitment: $                    
		
	Title:	 	  


 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 







 [SIGNATURES CONTINUED FROM PRECEDING PAGE] 

 

			
	GUARANTORS
	
	PERRY ELLIS INTERNATIONAL, INC.
	PEI LICENSING, INC.
	JANTZEN APPAREL CORP.
	SUPREME REAL ESTATE I, LLC
	SUPREME REAL ESTATE II, LLC
	SUPREME REALTY, LLC
	BBI RETAIL, L.L.C.
	PERRY ELLIS REAL ESTATE CORPORATION
		
	By:	 	  

	Title:	 	  

	
	SUPREME MUNSINGWEAR CANADA INC.
		
	By:	 	  

	Title:	 	  









 EXHIBIT A 
 to 
 LOAN AND SECURITY AGREEMENT 

ASSIGNMENT AND ACCEPTANCE AGREEMENT 
 This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment and Acceptance”) dated as of
                    , 200     is made between
                                        
(the “Assignor”) and
                                        
(the “Assignee”). 
 W I T N E S S E T H: 
 WHEREAS, Congress Financial Corporation (Florida), in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such
capacity, “Agent”), and the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”) have entered or are about to enter into financing arrangements pursuant to which Agent and
Lenders may make loans and advances and provide other financial accommodations to Supreme International, Inc. and Jantzen, Inc. (collectively, “Borrowers”) as set forth in the Loan and Security Agreement, dated October __, 2002, by and
among Borrowers, certain of their affiliates, Agent and Lenders (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”), and the other agreements,
documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”); 
 WHEREAS, as provided under the Loan Agreement, Assignor committed to making Loans (the “Committed Loans”) to Borrowers in an aggregate amount not to exceed the principal amount of
$                     at any time outstanding (the “Commitment”); 

WHEREAS, Assignor wishes to assign to Assignee [part of the] [all] rights and obligations of Assignor under the Loan Agreement in respect
of its Commitment in an amount equal to $                     (the “Assigned Commitment Amount”) on the terms and subject to the
conditions set forth herein and Assignee wishes to accept assignment of such rights and to assume such obligations from Assignor on such terms and subject to such conditions; 







 NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained
herein, the parties hereto agree as follows: 
 1. Assignment and Acceptance. 

(a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and
Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of
Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of
Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be              (    %) percent. 

(b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement
and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal
to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties
hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the
extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.1, 6.4, 6.8 and 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date.

 (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment
will be $            . 
 (d) After giving effect to the
assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $             (as such amount may be further reduced by any other assignments by
Assignor on or after the date hereof). 
 2. Payments. 
 (a) As consideration for the sale, assignment and transfer contemplated in Section 1 hereof, Assignee shall pay to Assignor on the Effective Date in immediately available funds an amount equal to
$            , representing Assignee’s Pro Rata Share of the principal amount of all Committed Loans. 
 (b) Assignee shall pay to Agent the processing fee in the amount specified in Section 13.7(a) of the Loan Agreement. 







 3. Reallocation of Payments. Any interest, fees and other payments accrued to the Effective
Date with respect to the Commitment, Committed Loans and outstanding Letter of Credit Accommodations shall be for the account of Assignor. Any interest, fees and other payments accrued on and after the Effective Date with respect to the Assigned
Commitment Amount shall be for the account of Assignee. Each of Assignor and Assignee agrees that it will hold in trust for the other party any interest, fees and other amounts which it may receive to which the other party is entitled pursuant to
the preceding sentence and pay to the other party any such amounts which it may receive promptly upon receipt. 
 4. Independent
Credit Decision. Assignee acknowledges that it has received a copy of the Loan Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements of
             and its Subsidiaries, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this
Assignment and Acceptance and agrees that it will, independently and without reliance upon Assignor, Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal
decisions in taking or not taking action under the Loan Agreement. 
 5. Effective Date; Notices. 

(a) As between Assignor and Assignee, the effective date for this Assignment and Acceptance shall be
            , 200     (the “Effective Date”); provided, that, the following conditions precedent have been satisfied on or before the Effective
Date: 
 (i) this Assignment and Acceptance shall be executed and delivered by Assignor and Assignee; 

(ii) the consent of Agent as required for an effective assignment of the Assigned Commitment Amount by Assignor to Assignee shall have
been duly obtained and shall be in full force and effect as of the Effective Date; 
 (iii) written notice of such assignment,
together with payment instructions, addresses and related information with respect to Assignee, shall have been given to Borrower Agent and Agent; 
 (iv) Assignee shall pay to Assignor all amounts due to Assignor under this Assignment and Acceptance; and 
 (v) the processing fee referred to in Section 2(b) hereof shall have been paid to Agent. 
 (b) Promptly following the execution of this Assignment and Acceptance, Assignor shall deliver to Borrower Agent and Agent for acknowledgment by Agent, a Notice of Assignment in the form attached hereto
as Schedule 1. 







 [6. Agent. [INCLUDE ONLY IF ASSIGNOR IS AN AGENT] 

(a) Assignee hereby appoints and authorizes Assignor in its capacity as Agent to take such action as agent on its behalf to exercise such
powers under the Loan Agreement as are delegated to Agent by Lenders pursuant to the terms of the Loan Agreement. 
 (b)
Assignee shall assume no duties or obligations held by Assignor in its capacity as Agent under the Loan Agreement.] 
 7.
Withholding Tax. Assignee (a) represents and warrants to Assignor, Agent and Borrowers that under applicable law and treaties no tax will be required to be withheld by Assignee, Agent or Borrowers with respect to any payments to be made to
Assignee hereunder or under any of the Financing Agreements, (b) agrees to furnish (if it is organized under the laws of any jurisdiction other than the United States or any State thereof) to Agent and Borrowers prior to the time that Agent or
Borrowers are required to make any payment of principal, interest or fees hereunder, duplicate executed originals of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein Assignee claims entitlement to
the benefits of a tax treaty that provides for a complete exemption from U.S. federal income withholding tax on all payments hereunder) and agrees to provide new Forms 4224 or 1001 upon the expiration of any previously delivered form or comparable
statements in accordance with applicable U.S. law and regulations and amendments thereto, duly executed and completed by Assignee, and (c) agrees to comply with all applicable U.S. laws and regulations with regard to such withholding tax
exemption. 
 8. Representations and Warranties. 
 (a) Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any security interest,
lien, encumbrance or other adverse claim, (ii) it is duly organized and existing and it has the full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents
required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance and to fulfill its obligations hereunder, (iii) no notices to, or consents, authorizations or approvals of, any Person are required (other
than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Loan Agreement, no further action by, or notice to, or
filing with, any Person is required of it for such execution, delivery or performance, and (iv) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Assignor,
enforceable against Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general
equitable principles. 
 (b) Assignor makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan Agreement or any of the other Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any
other instrument or document furnished pursuant thereto. Assignor makes no representation or warranty in connection with, and assumes no responsibility with respect to, the solvency, financial condition or statements of Borrowers, Guarantors or any
of their respective Affiliates, or the performance or observance by Borrowers, Guarantors or any other Person, of any of its respective obligations under the Loan Agreement or any other instrument or document furnished in connection therewith.








 (c) Assignee represents and warrants that (i) it is duly organized and existing and it
has full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and
Acceptance, and to fulfill its obligations hereunder, (ii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this
Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Loan Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance; and
(iii) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with the terms hereof, subject, as to enforcement,
to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles. 

9. Further Assurances. Assignor and Assignee each hereby agree to execute and deliver such other instruments, and take such other action,
as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance, including the delivery of any notices or other documents or instruments to Borrowers or Agent, which may be required in
connection with the assignment and assumption contemplated hereby. 
 10. Miscellaneous 

(a) Any amendment or waiver of any provision of this Assignment and Acceptance shall be in writing and signed by the parties hereto. No
failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof and any waiver of any breach of the provisions of this Assignment and Acceptance shall be without prejudice to any rights
with respect to any other for further breach thereof. 
 (b) All payments made hereunder shall be made without any set-off or
counterclaim. 
 (c) Assignor and Assignee shall each pay its own costs and expenses incurred in connection with the
negotiation, preparation, execution and performance of this Assignment and Acceptance. 
 (d) This Assignment and Acceptance may
be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 
 (e) THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF FLORIDA. 







 Assignor and Assignee each irrevocably submits to the non-exclusive jurisdiction of any State or Federal
court sitting in Miami-Dade County, Florida over any suit, action or proceeding arising out of or relating to this Assignment and Acceptance and irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined
in such Florida State or Federal court. Each party to this Assignment and Acceptance hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

 (f) ASSIGNOR AND ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE LOAN AGREEMENT, ANY OF THE OTHER FINANCING AGREEMENTS OR ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN). 
 IN WITNESS WHEREOF, Assignor and Assignee have caused
this Assignment and Acceptance to be executed and delivered by their duly authorized officers as of the date first above written. 
  

			
	[ASSIGNOR]
		
	By:	 	  

	Title:	 	  

	
	[ASSIGNEE]
		
	By:	 	  

	Title:	 	  










 SCHEDULE 1 
 NOTICE OF ASSIGNMENT AND ACCEPTANCE 

                , 20    

  

			
	  

	  

	  

	Attn.:	 	  


 Re:
                                        

 Ladies and Gentlemen: 
 Congress Financial Corporation (Florida), in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity,
“Agent”), and the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”) have entered or are about to enter into financing arrangements pursuant to which Agent and Lenders
may make Loans and advances and provide other financial accommodations to Supreme International, Inc. and Jantzen, Inc. (collectively, “Borrowers”) as set forth in the Loan and Security Agreement, dated October __, 2002, by and among
Borrowers, certain of their affiliates, Agent and Lenders (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”), and the other agreements, documents and
instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.

 1. We hereby give you notice of, and request your consent to, the assignment by
                             (the “Assignor”) to
                             (the “Assignee”) such that after giving effect to the
assignment Assignee shall have an interest equal to              (    %) percent of the total Commitments pursuant to the Assignment and Acceptance
Agreement attached hereto (the “Assignment and Acceptance”). We understand that the Assignor’s Commitment shall be reduced by
$                    , as the same may be further reduced by other assignments on or after the date hereof. 

2. Assignee agrees that, upon receiving the consent of Agent to such assignment, Assignee will be bound by the terms of the Loan
Agreement as fully and to the same extent as if the Assignee were the Lender originally holding such interest under the Loan Agreement. 







 3. The following administrative details apply to Assignee: 

 

					
	(A) Notice address:	  		  	
			
	 Assignee name:
	  	  
	  	
	 Address:
	  	  
	  	
		  	  
	  	
	 Attention:
	  	  
	  	
	 Telephone:
	  	  
	  	
	 Telecopier:
	  	  
	  	
			
	(B) Payment instructions:	  		  	
			
	 Account No.:
	  	  
	  	
	 At:
	  	  
	  	
		  	  
	  	
		  	  
	  	
		  	  
	  	
	 Reference:
	  	  
	  	
	 Attention:
	  	  
	  	

 4. You are entitled to rely upon the representations, warranties and covenants of each of Assignor
and Assignee contained in the Assignment and Acceptance. 







 IN WITNESS WHEREOF, Assignor and Assignee have caused this Notice of Assignment and
Acceptance to be executed by their respective duly authorized officials, officers or agents as of the date first above mentioned. 
  

			
	Very truly yours,
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Title:	 	  

	
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Title:	 	  



 ACKNOWLEDGED AND ASSIGNMENT CONSENTED TO: 
  

			
	 CONGRESS FINANCIAL CORPORATION
(FLORIDA), as Agent

		
	By:	 	  

	Title:	 	  









 EXHIBIT B 
 INFORMATION CERTIFICATE 
 OF 

PERRY ELLIS INTERNATIONAL, INC 
 AND ITS SUBSIDIARES 
  

			
	  	 	Dated: October 1, 2002


Congress Financial Corporation (Florida), as Agent 
 777 Brickell Avenue 
 Miami, Florida 33131 

In connection with certain financing provided or to be provided by Congress Financial Corporation (Florida) in its capacity as agent
acting for and on behalf of certain lenders (in such capacity, “Agent”) and such lenders (collectively, “Lenders”), each of the undersigned (individually, a “Company” and, collectively, the “Companies”)
jointly and severally represents and warrants to Agent and Lenders the following information about it, its organizational structure and other matters of interest to Agent and Lenders: 

 

	1.	The full and exact name of each Company as set forth in its certificate of incorporation (or its certificate of formation or other organizational document filed with
the applicable state governmental authority, as the case may be) is as follows: 

 See Exhibit A hereto.

  

	2.	Each Company uses and owns the following trade name(s) in the operation of its business (e.g. billing, advertising, etc.; note: do not include names which are product
names only): 

  

							
	 Company
	  	 Trade Names
	  	 	  	 
				
	 N/A
	  	N/A	  		  	

  

	3.	Each Company is a registered organization of the following type (for example, corporation, limited partnership, limited liability company, etc.):


  

													
	 Company
	  	 Type
	 	  	 	 	  	 	 
				
	 See Exhibit A hereto.
	  				  				  			


  
 B-1










	4.	Each Company was organized on the date indicated for such company below, under the laws of the State indicated below for such Company, and each Company is in good
standing under the laws of such State. 

  

											
	 Company
	  	 Date of
 Organization
	  	 Jurisdiction of

Organization
	 	  	 	 
				
	 See Exhibit A hereto.
	  		  				  			

  

	5.	The organizational identification number of each Company issued by its jurisdiction of organization is as set forth below (or if none is issued by the jurisdiction of
organization indicate “none”): 

  

													
	 Company
	  	 Date of
 Organization
	 	  	 Jurisdiction of

Organization
	 	  	 	 
				
	 See Exhibit A hereto.
	  				  				  			

  

	6.	The Federal Employer Identification Number of each Company is as follows: 


 

													
	 Company
	  	 Date of
 Organization
	 	  	 Jurisdiction of

Organization
	 	  	 	 
				
	 See Exhibit A hereto.
	  				  				  			

  

	7.	Each Company is duly qualified and authorized to transact business as a foreign organization in the following states and is in good standing in such states:


  

													
	 Company
	  	 Jurisdiction
	 	  	 	 	  	 	 
				
	 See Exhibit A hereto.
	  				  				  			

  

	8.	Since the date of its organization, the name of each Company as set forth in its organizational documentation as filed of record with the applicable state authority has
been changed as follows: 

  

													
	 Company
	  	 Date of Change
	 	  	 Prior Name
	 	  	 	 
		  				  				  			

 In June 1999, Supreme International Corporation changed its name to Perry Ellis International,
Inc., a Florida corporation. 

  
 B-2










	9.	In the last five years, Perry Ellis International, Inc. (“Perry Ellis”) has made or entered into the following mergers or acquisitions in excess of $1.0
million: 

  

	 	i.	In March 2002, Perry Ellis acquired the Jantzen business pursuant to an asset purchase agreement from subsidiaries of VP Corporation for approximately $24.0 million.


  

	 	ii.	 In November 2000, Perry Ellis acquired various trademarks, including the Mondo di Marco® trademark from the bankruptcy estate of Mondo, Inc. for $1.75 million. 



 

	 	iii.	In July 2000, Perry Ellis acquired the Pro-Player, Artex, Fun Gear and Salem Sportswear from the bankruptcy estate of Fruit of the Loom, Inc. for approximately $1.30
million. 

  

	 	iv.	In April 1999, Perry Ellis acquired Perry Ellis International, Inc., a New York corporation, pursuant to a stock purchase agreement for approximately $75.0 million from
The PEI Trust. 

  

	 	v.	In March 1999, Perry Ellis acquired the John Henry, Manhattan and Lady Manhattan trademarks and certain manufacturing equipment pursuant to a purchase agreement for
$27.0 million from Salant Corporation, Frost Bros. Enterprises, Inc. and Maquiladora Sur, S.A. de C.V. 

  

	10.	The chief executive office and mailing address of each Company is located at the address indicated for such Company on Schedule 8.2 hereto. 


 

	11.	The books and records of each Company pertaining to accounts, contract rights, inventory, and other assets are located at the addresses indicated for such Company on
Schedule 8.2 hereto. 

  

	12.	Each Company has other places of business and/or maintains inventory or other assets only at the addresses (indicate whether locations are owned, leased or operated by
third parties and if leased or operated by third parties, their name and address) indicated for such Company on Schedule 8.2 hereto. 

  

	13.	The places of business or other locations of any assets used by each Company during the last four (4) months other than those listed above are as indicated for
such Company on Schedule 8.2 hereto. 

  

	14.	Each Company’s assets are owned and held free and clear of liens, mortgages, pledges, security interests, encumbrances or charges except as set forth on Schedule
8.4 hereto. 

  

	15.	There are no judgments or litigation pending by or against any Company, its subsidiaries and/or affiliates or any of its officers/principals, except as set forth on
Schedule 8.6 hereto. 


  
 B-3










	16.	Each Company is in compliance with all environmental laws applicable to its business or operations except as set forth on Schedule 8.8 hereto. 


 

	17.	No Company has any deposit accounts, investment accounts, securities account or similar accounts with any bank, savings and loan or other financial institution, except
as set forth on Schedule 8.10 hereto for the purposes and of the types indicated therein. 

  

	18.	No Company owns or licenses any trademarks, patents, copyrights or other intellectual property, except as set forth on Schedule 8.11 hereto (indicate type of
intellectual property and whether owned or licensed, registration number, date of registration, and, if licensed, the name and address of the licensor). 

  

	19.	Each Company is affiliated with, or has ownership in, the corporations (including subsidiaries) and other organizations set forth on Schedule 8.12 hereto.


  

	20.	The names of the stockholders (or members or partners, including general partners and limited partners) of each Company and their holdings are as set forth on Schedule
8.12 hereto (if stock or other interests are widely held indicate only holders owning 10% or more of the voting stock or other interests). 

  

	21.	No Company is a party to or bound by an collective bargaining or similar agreement with any union, labor organization or other bargaining agent except as set forth on
Schedule 8.13 hereto (indicate date of agreement, parties to agreement, description of employees covered, and date of termination). 

  

	22.	No Company is a party to or bound by any “material contract” except as set forth on Schedule 8.15 hereto. For this purpose a “material contract”
means any contract or other agreement, written or oral, of such Company required to be filed with the Securities and Exchange Commission. 

  

	23.	No Company has any “indebtedness” except as set forth on Schedule 9.9 hereto. For this purpose, the term “indebtedness” means any liability, whether
or not contingent, in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Company or only to a portion thereof) or evidenced by bonds, notes, debentures or similar instruments; representing the
balance deferred and unpaid of the purchase price of any property or services (except any such balance that constitutes an account payable to a trade creditor (whether or not an Affiliate) created, incurred, assumed or guaranteed by such Company in
the ordinary course of business of such Person in connection with obtaining goods, materials or services that is not overdue by more than ninety (90) days, unless the trade payable is being contested in good faith); all obligations as lessee
under leases which have been, or should be, in accordance with generally accepted accounting principles recorded as capital leases; any contractual obligation, contingent or otherwise, of such Company to pay or be liable for the payment of any
indebtedness described in this definition of another party, including, without limitation, any such indebtedness, directly or indirectly guaranteed, or any agreement to purchase, repurchase, or otherwise acquire such indebtedness, obligation or
liability or any security therefor, or to provide funds for the payment or discharge thereof, or to maintain solvency, assets, level of income, or other financial condition; all obligations with respect to redeemable stock and redemption or
repurchase obligations under any Capital Stock or other equity securities issued by such Person; all reimbursement obligations and other liabilities of such Company with respect to surety bonds (whether bid, performance or otherwise), letters of
credit, banker’s acceptances or similar documents or instruments issued for such Company’s account; and all indebtedness of such Company in respect of indebtedness of another party for borrowed money or any consensual Men, security
interest, collateral assignment, conditional sale, mortgage, deed of trust, or other encumbrance on any asset of such Company, whether or not such obligations, liabilities or indebtedness are assumed by or are a personal liability of such Company,
all as of such time. 


  
 B-4










	24.	No Company has made any loans or advances or guaranteed or otherwise become liable for the obligations of any others, except as set forth on Schedule 9.10 hereto.


  

	25.	No Company has any chattel paper (whether tangible or electronic) or instruments as of the date hereof, except as follows: 


None. 
  

	26.	No Company has any commercial tort claims, except as follows: 

 1) All tort claims against Premium Wear, Inc. and New England Business Services, Inc. arising in connection with certain Munsingwear trademarks and licenses. 

2) All tort claims against Campers World, Eagle Industries, Aris Industries, Inc. and others arising in connection with the infringement
of the Perry Ellis America trademark. 
 3) All tort claims against Fairbrooke Enterprises, Inc. arising in connection with
Fairbrooke’s failure to pay licensing royalties to Debtor. 
 4) All tort claims against Premier Designer Accessories, Inc.
arising in connection with Premier’s failure to pay licensing royalties to Debtor. 
  

	27.	There is no provision in the certificate of incorporation, certificate of formation, articles of organization, by-laws or operating agreement of any Company (as
applicable) or the other organizational documents of such Company, or in the laws of the State of its organization, requiring any vote or consent of it shareholders, members or other holders of the equity interests therein to borrow or to authorize
the mortgage or pledge of or creation of a security interest in any assets of such Company or any subsidiary. Such power is vested exclusively in its Board of Directors (or in the case of a limited partnership, the general partner that is the
signatory hereto, or in the case of a limited liability company, the manager that is the signatory hereto). 


  
 B-5










	28.	The officers of each Company and their respective titles are as follows: 

 See Exhibit A hereto. 
 The following will have signatory powers as to all
transactions of each Company with Lender: 
 George Feldenkreis, Oscar Feldenkreis, Timothy B. Page and Rosemary B. Trudeau

  

	29.	The members of the Board of Directors of each Company (or, if the Company is a limited partnership, the general partner or, if the Company is a limited liability
company, the managers) are: 

 See Exhibit A hereto. 

 

	30.	At the present time, there are no delinquent taxes due (including, but not limited to, all payroll taxes, personal property taxes, real estate taxes or income taxes).


  

	31.	Certified Public Accountants for each Company is the firm of: 

 Name: Deloitte &
Touche                                       
                      
 Address: 200 South Biscayne Boulevard, Miami, Florida 33131 
 Partner
Handling Relationship: Carlos Sabater                             

Were statements uncertified for any fiscal year?
No                     
 Agent and Lenders shall be entitled to rely upon the foregoing in all respects and each of the undersigned is duly authorized to execute and deliver this Information Certificate on behalf of the Company
for which he or she is signing. 
  

			
	 Very truly yours,

	
	PERRY ELLIS INTERNATIONAL, INC.
		
	 By:
	 	  

		 	Rosemary B. Trudeau, Vice President - Finance



  
 B-6









 SCHEDULE 8.2 
 to 
 INFORMATION CERTIFICATE  

Locations 
  

	A.	Company: Perry Ellis International, Inc. and Its Subsidiaries 

  

	 	1.	Chief Executive Office 

 3000 N.W.
107th Avenue, Miami, Florida 33172 

 

	 	2.	Location of Books and Records  

 3000 N.W.
107th Avenue, Miami, Florida 33172 

 

	 	3.	Locations of Inventory, Equipment and Other Assets 

  

							
	 Address
	  	 Owned/Leased/
 Third Party*
	  	 Name/Address of Lessor or
Third Party, as Applicable
	  	 Perry Ellis

entity with
 Operations

				
	 3000 N.W. 107th Avenue

Miami, Florida 33172
	  	Owned	  	—	  	Supreme
				
	 411 N.E.
19th Avenue

Portland, Oregon 97232
	  	Leased	  	Jantzen, Inc.
 411 N.E. 19th Avenue
Portland, Oregon

97323
	  	Jantzen
				
	 101 Mountain View Drive

Seneca, South Carolina 29672
	  	Owned	  	—
	  	Jantzen/
 Supreme

				
	 1411 Broadway, 24th Floor
 New
York, New York 10018
	  	Leased	  	Trizechan-Swig LLC	  	Jantzen
				
	 777 N.W.
72nd Avenue

Miami, Florida 33126
	  	Leased	  	Miami International Mart
Realty, Inc.	  	Supreme

  

	*	Indicate in this column next to applicable address whether the location is owned by each Company, leased by each Company or owned and operated by a third party (e.g.,
warehouse, processor, consignee, etc.). 


  
 B-7










							
	 Address
	  	 Owned/Leased/
 Third Party*
	  	 Name/Address of Lessor or
Third Party, as Applicable
	  	 Perry Ellis

entity with
 Operations

				
	 5905 Kennedy Road
 Mississauga,
Ontario
 Canada L4Z263
	  	Third Party	  	Steele Imports	  	Supreme Canada
				
	 25 West
39th Street

New York, New York 10018
	  	Leased	  	Tommy Hilfiger U.S.A., Inc.	  	Supreme/PEI
 Licensing

				
	 One
20th Street

Paris, Kentucky 40361
	  	Third Party	  	Kentucky Textiles, Inc.	  	Jantzen
				
	 14760 Don Julian
 City of
Industry, California
 91746
	  	Third Party	  	Third Party Enterprises, Inc.	  	Supreme
				
	 2423 East Firestone Blvd.

Southgate, California 90280
	  	Third Party	  	Service Connection, Inc.	  	Supreme
				
	 7525 N.W.
48th Street

Miami, Florida 33166
	  	Leased	  	George Feldenkreis	  	Supreme
				
	 4810 N.W.
74th Avenue

Miami, Florida
	  	Leased	  	George Feldenkreis	  	Supreme

  

	 	4.	Locations of Assets in Prior 4 Months not Listed Above  

 None. 

  
 B-8









 SCHEDULE 8.4 
 to 
 INFORMATION CERTIFICATE 

Existing Liens* 
  

							
	 Name of
 Company
	  	 Name of

Secured Party
	  	 Description

Of Collateral
	  	 File No. of
 Financing

Statement/Jurisdiction
(Optional)

				
	Jantzen, Inc.	  	105 Capital	  	Color Copier	  	44337 /
 Oregon

				
		  	VISY Recycling, Inc.	  	Ballor VG-HDP
 Ballor MP7245
	  	1203258 /
 South
Carolina

				
	Supreme International, Inc.	  	Ikon Office Solutions, Inc.	  	See attachment 8.4(a)	  	9800000280685 /
 Florida

				
	Jantzen Apparel Corp.	  	 State Street Bank and
 Trust Company
	  	See attachment 8.4(b)	  	20760276 /
 Delaware

				
	Supreme Realty, LLC	  	 State Farm Life
 Insurance Company
	  	See attachment 8.4(c)	  	200201586442 /
 Florida

				
		  		  	Same as Florida
 filing
	  	20501/3266
 Miami-Dade,

Florida

				
	Perry Ellis International, Inc.	  	HSBC Bank USA	  	All personal property owned
or hereinafter acquired	  	200200151000 /
 Florida

				
		  	 State Street Bank and
 Trust Company
	  	See attachment 8.4(d)	  	200200703054 /
 Florida

				
		  	Winthrop Resources Corporation	  	See attachment 8.4(e)	  	200201122349 /

Florida



 

	*	Do not indicate liens of existing lender(s) to be repaid with proceeds of initial disbursements of loans under Congress facility. 


  
 B-9










							
	 Name of
 Company
	  	 Name of

Secured Party
	  	 Description

Of Collateral
	  	 File No. of
 Financing

Statement/Jurisdiction
(Optional)

				
	Perry Ellis International, Inc. (con’t.)	  	Ocean Bank	  	See attachment 8.4(f)	  	200201149328 /

Florida

				
		  	IDB Bank	  	See attachment 8.4(g)	  	200201828799 /

Florida

				
		  	Commercebank	  	See attachment 8.4(h)	  	20020189046X
 Florida

				
		  	 Citicorp Vendor
 Finance, Inc.
	  	Canon CLC 1120/CP 240	  	235521 /
 New York

				
		  		  	Same as New York	  	00PN61891 /
 New York

County



  
 B-10










 

 


  
 B-11









 Attachment 8.4(b) 
 SCHEDULE A 
  

			
	 Debtor
	  	 Secured Party

		
	JANTZEN APPAREL CORP.	  	 STATE STREET BANK AND TRUST
 COMPANY, AS COLLATERAL AGENT


 The financing statement covers all of the
Debtor’s right, title and interest in and to each of the following, in each case, as to each type of property described below, owned by the Debtor, wherever located and existing (collectively, the “Collateral”); 

 

	 	(a)	all trademarks, service marks, collective marks, trade dress, logos, slogans, designs, domain names, trade names, business names, corporate names and other source
identifiers, whether or not registered, whether currently use or not, including, without limitation, all common law rights and registrations and applications for registration thereof, and all other marks registered in or applied for in the U.S.
Patent and Trademark Office or in any office or agency of any State or Territory of the United States or any foreign country (but excluding any United States intent-to-use trademark applications to the extent that, and solely during the period in
which, the grant of a security interest therein would impair the validity and enforceability of such intent-to-use trademark applications under applicable law) and all rights therein provided by international treaties or conventions, all extensions
and renewals of any of the foregoing, together in each case with the goodwill of the business connected therewith and symbolized thereby, and all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the
Debtor accruing thereunder or pertaining thereto (the “Trademarks”); 

  

	 	(b)	all agreements, permits, consents, orders and franchises, in each case relating to the Trademarks and all proceeds, income, royalties and other payments now or
hereafter due and/or payable with respect thereto, subject, in each case, to the terms of such agreements, permits, authorizations and franchises; 

  

	 	(c)	any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to
the Collateral with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and 

  

	 	(d)	all proceeds of the Collateral for, and supporting obligations relating to, any and all of the Collateral (including, without limitation, the proceeds, collateral and
supporting obligations that constitute property of the types described in clauses (a) through (c) and, to the extent not otherwise included, all (i) payments under insurance with respect to the Collateral (whether or not the Secured Party
is the loss payee thereof), or any damages, indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect, to any of the foregoing Collateral and (ii) cash proceeds of the foregoing. 



  
 B-12









 Attachment 8.4(c) 
 EXHIBIT A 
 to 

Financing Statement 

naming Supreme Realty, LLC, as Debtor 
 and State Farm Life Insurance Company, as Secured Party 
 1. Improvements.
All of Debtor’s right, title and interest in and to all buildings, structures and other improvements now or hereafter constructed, erected, installed, placed or situated upon that piece, parcel and tract (or those pieces, parcels or tracts) of
land (the “Real Estate”) located in Miami-Dade County, Florida legally more particularly described on Exhibit B attached hereto and by this reference thereto made a part hereof (collectively, the “Improvements”);

 2. Appurtenances. All of Debtor’s estate, claim, demand, right, title and interest, now owned or hereafter
acquired, including, without limitation, any after acquired title, franchise, license, remainder, or reversion, in and to (i) any land or vaults lying within the right-of-way of any street, avenue, way, passage, highway or alley, open or
proposed, vacated or otherwise, adjoining the Real Estate; (ii) any and all alleys, sidewalks, streets, avenues, strips and gores of land adjacent, belonging or appertaining to the Real Estate and Improvements; (iii) all rights of ingress
and egress to and from the Real Estate and all adjoining properties; (iv) storm and sanitary sewer, water, gas, electric, railway, telephone and all other utility services relating to the Real Estate and Improvements; (v) all land use,
zoning and development rights and approvals, all air rights, water, water rights, water stock, gas, oil, minerals, coal and other substances of any kind or character underlying or relating to the Real Estate or any part thereof; and (vi) each
and all of the tenements, hereditaments, easements, appurtenances, or other rights, liberties, reservations, allowances and privileges relating to the Real Estate or the Improvements or in any way now or hereafter appertaining thereto, including
homestead and any other claim at law or in equity (collectively, the “Appurtenances”); 
 3. Leases. All
leasehold estates and the right, title and interest of Debtor in, to and under any and all leases, subleases, management agreements, arrangements, concessions or agreements, written or oral, relating to the use and occupancy of the Real Estate and
Improvements or any portion thereof now or hereafter existing or entered into (collectively, the “Leases”); 
 4.
Rents. All rents, issues, profits, proceeds, income, revenues, royalties, advantages, avails, claims against guarantors, security and other deposits (whether in cash or other form), advance rentals and any and all other payments or benefits
now or hereafter derived, directly or indirectly, from the Real Estate and Improvements, whether under the Leases or otherwise (collectively, the “Rents”); 
 5. Contract Rights. All right, title and interest of Debtor in and to any and all contracts, written or oral, express or implied, now existing or hereafter entered into or arising, in any manner
related to the improvement, use, operation, sale, conversion or other disposition of any interest in, including, without limitation, all options to purchase or lease the Real Estate or Improvements or any portion thereof or interest therein, or any
other rights, interests or greater estates in the rights and properties comprising the Collateral (as hereinafter defined and described), whether now owned or hereafter acquired by Debtor (collectively, the “Contract Rights”); 

6. Intangible Personal Property. All general intangibles of Debtor, including without limitation, goodwill, trademarks, trade
names, option rights, permits, licenses, insurance policies and the proceeds therefrom, rights of action and books and records relating, directly or indirectly to the Real Estate and Improvements (collectively, the “Intangible Personal
Property”); 

  
 B-13










 Attachment 8.4(c) (Cont.) 
  

 7. Tangible Personal Property. All right, title and interest of Debtor in and to
all fixtures, equipment and tangible personal property of every kind, nature or description attached or affixed to or situated upon or within the Real Estate or Improvements, or both, provided the same are used, usable or intended to be used for or
in connection with any present or future use, occupation, operation, maintenance, management or enjoyment of the Real Estate and Improvements (collectively, the “Tangible Personal Property”); 

8. Proceeds. All proceeds of the conversion, voluntary or involuntary, of any of the Collateral into cash or other liquidated
claims, or that are otherwise payable for injury to, or the taking or requisitioning of the Collateral, including all insurance and condemnation proceeds paid or payable with respect to the Collateral (collectively, the “Proceeds”);

 9. Tax and Insurance Deposits. All sums deposited by Debtor to Secured Party, in escrow, for the payment of real
estate and other taxes and insurance premiums payable on and with respect to the Real Estate and Improvements (collectively, the “Tax and Insurance Deposits”); 
 10. Right to Encumber. All of Debtor’s right, power or privilege to further hypothecate or encumber all or any portion of the property, rights and interests comprising the Collateral described
herein as security for any debt or obligation; it being intended by this provision that Debtor be divested of the right, power and privilege to further hypothecate or encumber, or to grant a mortgage upon or a security interest in any of the
Collateral as security for the payment of any debt or the performance of any obligation without Secured Party’s prior written consent (the “Right to Encumber”); and 

11. Other Rights and Interests. All other property, rights, interests, estates or claims of every name, kind, character or nature,
both in law and in equity, which Debtor now has or may hereafter acquire in the Real Estate and Improvements and all other property, rights, interests, estates or claims of any name, kind, character or nature or properties now owned or hereafter
acquired in the other properties, rights and interests comprising the Collateral as defined and described herein (collectively, “Other Rights and Interest”). 
 All of the foregoing-described property, rights and interests, including the Improvements, Appurtenances, Leases, Rents, Contract Rights, Intangible Personal Property, Tangible Personal Property,
Proceeds, Tax and Insurance Deposits, Right to Encumber and Other Rights and Interests, being collectively referred to herein as the “Property.” 
 IT IS EXPRESSLY PROVIDED, HOWEVER, that the property, rights and interests included within the foregoing definition of “Property” shall not include any fixtures, equipment or tangible personal
property which is (i) owned by tenants or lessees of Debtor and of the Real Estate and Improvements or any part or parts thereof, (ii) owned by any lessors of fixtures, equipment or personal property leased any such tenants, or
(iii) owned by any other occupant of the Real Estate and Improvements which is not the Debtor. 

  
 B-14










 Attachment 8.4(c) (Cont.) 
  

 EXHIBIT B 
 to 
 Financing Statement 

naming Supreme Realty, LLC, as Debtor 
 and State Farm Life Insurance Company, as Secured Party 
 LEGAL DESCRIPTION

 PARCEL 1: Lots 3, 4, 5, 6, 7, 8 and the South 14.39 feet of Lots 2 and 9, all in Block 6, of B.I.P. SUBDIVISION, according to the
Plat thereof, as recorded in Plat Book 146, Page 22, of the Public Records of Dade County, Florida. 
 PARCEL 2: Together with those
easements appurtenant to and for the benefit of the above-described Parcel 1 granted in and created in that certain Declaration of Covenants, Conditions and Restrictions For Beacon Industrial Park filed in Official Records Book 16525 at Pages 0623
et seq. of the Public Records of Miami-Dade County, Florida, as amended by that certain First Amendment to Declaration of Covenants, Conditions and Restrictions For Beacon Industrial Park filed in Official Records Book 16829 at Pages
3806 et seq. of the Public Records of Miami-Dade County, Florida. 

  
 B-15









 Attachment 8.4(d) 
 SCHEDULE A 
  

			
	 Debtor
	  	 Secured Party

		
	PERRY ELLIS INTERNATIONAL, INC.	  	 STATE STREET BANK AND TRUST
 COMPANY, AS COLLATERAL AGENT


 The financing statement covers all of the
Debtor’s right, title and interest in and to each of the following, in each case, as to each type of property described below, owned by the Debtor, wherever located and existing (collectively, the “Collateral”): 

 

	 	(a)	all trademarks, service marks, collective marks, trade dress, logos, slogans, designs, domain names, trade names, business names, corporate names and other source
identifiers, whether or not registered, whether currently in use or not, including, without limitation, all common law rights and registrations and applications for registration thereof, and all other marks registered in or applied for in the U.S.
Patent and Trademark Office or in any office or agency of any State or Territory of the United States or any foreign country (but excluding any United States intent-to-use trademark applications to the extent that, and solely during the period in
which, the grant of a security interest therein would impair the validity and enforceability of such intent-to-use trademark applications under applicable law) and all rights therein provided by international treaties or conventions, all extensions
and renewals of any of the foregoing, together in each case with the goodwill of the business connected therewith and symbolized thereby, and all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the
Debtor accruing thereunder or pertaining thereto (the “Trademarks”); 

  

	 	(b)	all agreements, permits, consents, orders and franchises, in each case relating to the Trademarks and all proceeds, income, royalties and other payments now or
hereafter due and/or payable with respect thereto, subject, in each case, to the terms of such agreements, permits, authorizations and franchises; 

  

	 	(c)	any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to
the Collateral with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and 

  

	 	(d)	all proceeds of the Collateral for, and supporting obligations relating to, any and all of the Collateral (including, without limitation, the proceeds, collateral and
supporting obligations that constitute property of the types described in clauses (a) through (c) and to the extent not otherwise included, all (i) payments under insurance with respect to the Collateral (whether or not the Secured
Party is the loss payee thereof), or any damages, indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of the foregoing. 



  
 B-16










 

 


  
 B-17










 

 


  
 B-18










 

 


  
 B-19










 

 


  
 B-20









 SCHEDULE 8.6 
 to 
 INFORMATION CERTIFICATE 

Pending Litigation 
 See
attachment Item #15 – Litigation 

  
 B-21









 SCHEDULE 8.8 
 to 
 INFORMATION CERTIFICATE 

Environmental Compliance 
 Each Company is in compliance with all environmental laws applicable to it. 

  
 B-22









 SCHEDULE 8.10 
 to 
 INFORMATION CERTIFICATE  

Deposit Accounts; Investment Accounts 
  

	B.	Part 1 - Deposit Accounts 

  

							
	 Name of Company
	  	 Name and Address of Bank
	  	 Account No.
	  	 Purpose*

				
	Perry Ellis International, Inc.	  	Bank of America	  	 **
	  	 Collection Acct.
 subject to
Lockbox

				
	BBI Retail	  	Bank of America	  	 **
	  	Collection Acct.
				
	Jantzen Inc.	  	Bank of America	  	 **
	  	 Collection Acct.
 subject to
Lockbox

				
	Jantzen Apparel Corp.	  	Bank of America	  	 **
	  	Collection Acct.
				
	PEI Licensing, Inc.	  	Bank of America	  	 **
	  	Collection Acct.
				
	Supreme International, Inc.	  	Bank of America	  	 **
	  	Collection Acct.
				
	Perry Ellis International	  	Bank of America	  	 **
	  	 Money Purchase

Pension
 Plan

				
	Perry Ellis International	  	Bank of America	  	 **
	  	Employee Benefit Account

 See also Account Analysis
Statement. 
  

	*	For the “purpose” indicate either: (a) “collection account” if proceeds of receivables or other assets are deposited in it, and note
“lockbox” if it is subject to lockbox servicing arrangements with the applicable bank or “disbursement account” if it is a checking account or (b) account used for transferring funds to third parties, and in addition,
indicate if it is used for a specific purpose, e.g., “payroll”, “medical”, etc. 

  

	**	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


	


  
 B-23










	C.	Part 2 - Disbursement Accounts 

  

							
	 Name of Company
	  	 Name and Address of Bank
	  	 Account No.
	  	 Purpose*

				
	Perry Ellis International	  	Bank of America	  	 **
	  	Payables
				
	Perry Ellis International	  	Bank of America	  	 **
	  	Primary Payables
				
	BBI Retail	  	Bank of America	  	 **
	  	Payables
				
	BBI Retail	  	Bank of America	  	 **
	  	Payroll
				
	Perry Ellis International	  	Bank of America	  	 **
	  	Payroll
				
	PEI Licensing, Inc.	  	Bank of America	  	 **
	  	Payables/Payroll
				
	Supreme International Inc.	  	Bank of America	  	 **
	  	Payables/Payroll
				
	Jantzen Apparel Corp.	  	Bank of America	  	 **
	  	Payables/Payroll
				
	Jantzen Inc.	  	Bank of America	  	 **
	  	Payables/Payroll
				
	Supreme Munsingwear Canada, Inc. (Canadian Dollars)	  	HSBC Bank Canada	  	 **
	  	
				
	Supreme Munsingwear Canada, Inc. (US Dollars)	  	HSBC Bank Canada	  	 **
	  	
				
	Perry Ellis International	  	Ocean Bank (L/C)	  	 **
	  	 Payment of L/C’s

Outstanding

				
	Perry Ellis International	  	HSBC USA (L/C)	  	 **
	  	 Payment of L/C’s

Outstanding

				
	Perry Ellis International	  	Commercebank (L/C)	  	 **
	  	 Payment of L/C’s

Outstanding

				
	Perry Ellis International	  	IDB Bank of NY	  	 **
	  	 Payment of L/C’s

Outstanding

				
	Perry Ellis Europe	  	Credit Lyonnais	  	 **
	  	

  

	*	For the “purpose” indicate either: (a) “collection account” if proceeds of receivables or other assets are deposited in it, and note
“lockbox” if it is subject to lockbox servicing arrangements with the applicable bank or “disbursement account” if it is a checking account or (b) account used for transferring funds to third parties, and in addition,
indicate if it is used for a specific purpose, e.g., “payroll”, “medical”, etc. 

  

	**	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  
 B-24










	D.	Part 3 - Investment and Other Accounts. 

  

													
	 Name of
 Company
	  	 Name and Address
 of Broker
 or Other
Institution
	  	 Account No.
	  	 Purpose
	  	 Types of
Investments
	  	 Balance as of
September 25, 2002
	 
						
	Perry Ellis	  	Bank of America	  	*	  	Investment	  	Money market
and fixed rate
term investments	  	 	$8,200,000	  

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  
 B-25









 * 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-26









 * 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-27









 * 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-28









 * 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-29









 * 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-30









 * 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-31









 * 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-32









 * 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-33









 * 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-34









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-35









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-36









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-37









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-38









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-39









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-40









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-41









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-42









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-43









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-44









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-45









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-46









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-47









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-48









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-49









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-50









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-51









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-52









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-53









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-54









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-55









 * 
  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  


  
 B-56









 SCHEDULE 8.11 
 to 
 INFORMATION CERTIFICATE 

Intellectual Property 
  

	I.	Company: Perry Ellis International, Inc. and Its Subsidiaries 

 A. Trademarks 
 1. Owned 

See Exhibit B hereto. 
 2. Licensed 
 See Exhibit B hereto. 

B. Patents 
 None. 
 C. Copyrights 

None. 

  
 B-57









 SCHEDULE 8.12 
 to 
 INFORMATION CERTIFICATE 

Subsidiaries: Affiliates: Investments 
 E. Subsidiaries (More than 50% owned by Company indicated) 
  

							
	 Company
	  	 Subsidiary
	  	 Jurisdiction of

Incorporation
	  	 Percentage

Owned

		  		  		  	
		  		  		  	

 See Exhibit A hereto. 
 F. Affiliates (Less than 50% Owned by Company) 
  

							
	 Company
	  	 Affiliate
	  	 Jurisdiction of

Incorporation
	  	 Percentage

Owned

		  		  		  	
		  		  		  	

 See Exhibit A hereto. 
 G. Affiliates (Subject to common ownership with Company) 
  

									
	 Company
	  	 Affiliate
	  	 Jurisdiction of

Incorporation
	  	 Parent
	  	 Percentage

Owned

		  		  		  		  	
		  		  		  		  	

 See Exhibit A hereto. 
 H. Shareholders (If widely held, only holders with more than 10%) 
  

							
	 Company
	  	 Shareholders
	  	 Jurisdiction of

Incorporation*
	  	 Percentage

Owned

		  		  		  	
		  		  		  	

 See Exhibit A hereto. 

 

	*	If shareholders are individuals, indicate “N/A”. 


  
 B-58









 SCHEDULE 8.13 
 to 
 INFORMATION CERTIFICATE  

Labor Matters 
 Neither Perry Ellis International, Inc. nor any of its subsidiaries is a party to a collective bargaining agreement. 
 On September 9, 2002, the National Labor Relations Board supervised an election to determine whether a labor organization, the United Needletrades, Industrial and Textile Employees (hereinafter, the
“Union”) would be certified as the exclusive bargaining agent for certain employees working in the Company’s Miami distribution center. The election results were 48 votes in favor of the Union and 51 votes against. Thirteen additional
votes were challenged by the parties, 5 in favor and 8 against. Post-election administrative proceedings are underway to determine the validity of the challenged ballots and to determine certain objections to the election that were filed by the
Union. No prediction can be made at the present time regarding outcome of those post-election proceedings. But, even if the Union is certified as the exclusive bargaining representative for bargaining unit employees, the Company believes that there
will be no Material Adverse Effect in that event. 

  
 B-59









 SCHEDULE 8.15 
 to 
 INFORMATION CERTIFICATE  

Material Contracts 
 The
following are Perry Ellis’ material contracts. 
  

	 	1.	Form of Indemnification Agreement 

  

	 	2.	1993 Stock Option Plan 

  

	 	3.	Directors Stock Option 

  

	 	4.	Amendment to Business Lease between George Feldenkreis and Perry Ellis International, Inc. and its Subsidiaries relating to office facilities 


 

	 	5.	Profit Sharing Plan 

  

	 	6.	Amended and Restated Employment Agreement between Perry Ellis International, Inc. and its Subsidiaries and George Feldenkreis 


 

	 	7.	Amended and Restated Employment Agreement between Perry Ellis International, Inc. and its Subsidiaries and Oscar Feldenkreis 


 

	 	8.	Purchase and Sale Agreement dated as of December 28, 1998 among Salant Corporation, Frost Bros. Enterprises, Inc., Maquiladora Sur, S.A. de C.V. and Perry Ellis
International, Inc. (the “Salant Purchase Sale Agreement”) 

  

	 	9.	First Amendment to the Salant Purchase and Sale Agreement dated as of February 24, 1999 


 

	 	10.	Stock Purchase Agreement dated as of January 28, 1999 by and among Perry Ellis International, Inc. and Christopher C. Angell, Barbara Gallagher and Morgan Guaranty
Trust Company of New York, as Trustees of the PEI Trust created under Par. E. of Article 3 of the Agreement dated November 19, 1985, as amended January 27, 1986 (the “Perry Ellis Purchase and Sale Agreement”)


  

	 	11.	First Amendment to the Perry Ellis Purchase and Sale Agreement dated as of March 31, 1999 


 

	 	12.	Employment Agreement between Allan Zwerner and Perry Ellis International, Inc. 


 

	 	13.	Employment Agreement between Timothy B. Page and Perry Ellis International, Inc. 


 

	 	14.	Perry Ellis International, Inc. Incentive Stock Option Plan 

  

	 	15.	Asset Purchase Agreement dated as of March 15, 2002 by and among Perry Ellis International, Inc., Jantzen, Inc. and VF Canada, Inc. 


  
 B-60









 SCHEDULE 9.9 
 to 
 INFORMATION CERTIFICATE  

Existing Indebtedness* 
  

	1.	Direct Debt 

  

													
	 Company
	  	Name/Address
of Payee	  	Principal
Balance as of
7/31/02	 	  	Nature of Debt	 	Term	 
					
	 Perry Ellis International, Inc.
	  		  	$	100,672,892	  	  	12 1/4% Senior
Subordinated Notes	 	 	2006	  
					
	 Perry Ellis International, Inc.
	  		  	$	59,144,023	  	  	9 1/2% Senior
Secured Notes	 	 	2009	  
					
	 Perry Ellis International, Inc.

Supreme International, Inc.

Jantzen, Inc.
	  	Ocean Bank	  	$	8,965,087	  	  	Letter of Credit
Facility for Purchase
of Inventory	 	 	2003	  
					
	 Perry Ellis International, Inc.

Supreme International, Inc.

Jantzen, Inc.
	  	IDB Bank	  	$	0	  	  	Letter of Credit
Facility for Purchase
of Inventory	 	 	2003	  
					
	 Perry Ellis International, Inc.

Supreme International, Inc.

Jantzen, Inc.
	  	HSBC Bank USA	  	$	24,432,016	  	  	Letter of Credit
Facility for Purchase
of Inventory	 	 	(1	) 
					
	 Perry Ellis International, Inc.

Supreme International, Inc.

Jantzen, Inc.
	  	Commercebank, N.A.	  	$	0	  	  	Letter of Credit
Facility for Purchase
of Inventory	 	 	2003	  
					
	 Supreme Realty, LLC
	  	State Farm Life Insurance
Company	  	$	11,600,000	  	  	Financing for
Purchase of Real
Property	 	 	2009	  
					
	 Perry Ellis International, Inc.
	  	Winthrop Resources
Corporation	  	$
  
	32,110
 per month
	  
   
	  	Lease of Equipment	 	 	2005	  

  

	(1)	Facility may be terminated at any time by lender upon written notice. 


 
  

	*	Do not indicate debt of existing lender to be repaid with proceeds of initial disbursements of loans under Congress facility, if any. 


	**	The nature of debt might be: “purchase money”, “term”, “capital lease”, “revolving”, etc. 


  
 B-61










	2.	Guarantees 

  

																	
	 Company
	  	Primary
Obligor	  	Name/Address
of Payee	 	  	Principal
Balance as of
7/31/02	 	  	Nature of Debt	 	Term	 
						
	 Supreme International, Inc.

PEI Licensing, Inc.

Jantzen, Inc.
	  	Perry Ellis
International, Inc.
	  				  	$	100,672,892	  	  	12 1/4% Senior
Subordinated
Notes	 	 	2006	  
						
	 BBI Retail, L.L.C.

Supreme Real Estate I, LLC

Supreme Real Estate II, LLC

Supreme Realty, LLC

Supreme International Corporation de Mexico, S.A. de C.V.

Supreme Munsingwear Canada, Inc.
	  	Perry Ellis
International, Inc.
	  				  	$	59,144,023	  	  	9 1/2%
Senior
Secured
Notes	 	 	2009	  
						
	 Perry Ellis International, Inc.
	  	Supreme
Realty, LLC	  	 
 
 
 
 
 
 

 
 
	State Farm
Life
Insurance
Company,
One State
Farm Plaza,
E-3,
 Bloomington,
IL 61710
	  
  
  
  
  
  
  
   
  
	  	$	11,600,000	  	  	Financing
for
Purchase
of Real
Property	 	 	2009	  


  
 B-62









 SCHEDULE 9.10 
 to 
 INFORMATION CERTIFICATE 

Loans and Advances 
  

							
	 Company
	  	 Name/Address

of Debtor
	  	Outstanding Balance
of Loan as of 7/31/02	 
	 Supreme International, Inc.
	  	 Perry Ellis Europe

BBI Retail, L.L.C.
 Jantzen,
Inc.
	  	$
 $
 $
	753,904
 946,350

5,950,858
	  
   

  

			
	 Jantzen, Inc.
	  	Supreme Munsingwear Canada Inc.	  	$	325,076	  
			
	 Supreme Munsingwear Canada Inc.
	  	Supreme International, Inc.	  	$	188,063	  

 See
also Schedule 9.9 hereto. 

  
 B-63









 EXHIBIT A 
 Full and exact name of each company as set forth in its organizational documents, including type of registered organization, is as follows: 
 Perry Ellis International, Inc., a Florida corporation, organized on April 5, 1997, under the laws of the State of Florida, and is in good standing under the laws of Florida. Florida
organizational identification number is: 315500. The Federal Employer Identification Number is: 591162998. 
 Officers: George
Feldenkreis; Chief Executive Office and Chairman of the Board; Oscar Feldenkreis, President and Chief Operating Officer; Timothy B. Page, Chief Financial Officer; Fanny Hanono, Secretary; Rosemary B. Trudeau, Vice President – Finance; Karen
Bingham, Assistant Secretary; and Geri Mankoff, Assistant Secretary. 
 Directors: George Feldenkreis; Oscar Feldenkreis; Ronald L. Buch;
Salomon Hanono; Joseph P. Lacher; Gary Dix; Leonard Miller; and Allan Zwerner. 
 Shareholders: George Feldenkreis; Oscar Feldenkreis and
FMR Corporation. 
 Supreme International, Inc., a Delaware corporation, organized on April 15, 2002, under the laws of the
State of Delaware, and is in good standing under the laws of Delaware. Delaware organizational identification number is: 3514453. The Federal Employer Identification Number is: 42-1534564. 
 Officers: Timonthy B. Page, President; Rosemary B. Trudeau, Treasurer; and Karen Bingham, Secretary. 
 Directors: George Feldenkreis; Oscar Feldenkreis; and Anthony Macaione. 
 Shareholder:
Perry Ellis International, Inc. 
 Jantzen, Inc., a Delaware corporation, organized on April 15, 2002, qualified to do
business in Florida on August 7, 2002, and is in good standing under the laws of such States. Delaware organizational identification number is: 3514448. The Federal Employer Identification Number is: 42-1534560. 

Officers: George Feldenkreis, President; Rosemary B. Trudeau, Treasurer; and Karen Bingham, Secretary. 

Directors: Oscar Feldenkreis; Timothy B. Page; and Anthony Macaione. 
 Shareholder: Perry Ellis International, Inc. 

  
 B-64









 PEI Licensing, Inc., a Delaware corporation, organized on April 15, 2002, under the laws
of the State of Delaware, qualified to do business in New York on August 12, 2002, and is in good standing under the laws of such States. Delaware organizational identification numbers is: 3514450. The Federal Employer Identification Number is:
42-1534568. 
 Officers: Timothy B. Page, President; Rosemary B. Trudeau, Treasurer; and Geri Lynn Mankoff, Secretary. 

Directors: George Feldenkreis; Anthony Macaione; and Alan Zwerner. 
 Shareholder: Perry Ellis International, Inc. 
 Jantzen Apparel Corp., a
Delaware corporation, organized on June 15, 1993, qualified to do business in New York on August 12, 2002, and Oregon on August 12, 2002, and is in good standing under the laws of such States. Delaware organizational identification
number is: 2340213. The Federal Employer Identification Number is: 51-0348614. 
 Officers: Timothy B. Page, President; Rosemary B.
Trudeau, Treasurer and Vice President, Finance; Karen Bingham, Secretary; and Geri Lynn Mankoff, Assistant Secretary. 
 Directors: Alan
Zwerner; George Feldenkreis; and Anthony Macaione. 
 Shareholder: Perry Ellis International, Inc. 

BBI Retail, L.L.C., a Florida limited liability company, organized on December 3, 2001, under the laws of the State of Florida, and is
in good standing under the laws of Florida. Florida organizational identification number is: L01000020768. The Federal Employer Identification Number is: N/A. 
 Officers: George Feldenkreis, President; and Rosemary Trudeau, Secretary. 

Directors: George Feldenkreis; and Rosemary Trudeau. 
 Managing Member: Perry Ellis International, Inc., a Florida corporation 
 Supreme
Munsingwear Canada Inc., a corporation organized under the laws of Canada, organized on May 24, 1996, and is in good standing under the laws of such country. Canadian organizational identification number is: 326274-0. The Federal
Employer Identification Number is: N/A. 
 Officers: Leonard Black, President; George Feldenkreis, Vice President; Oscar Feldenkreis,
Vice President; Fanny Hanono, Vice President; Karen Bingham, Vice President; and Rosemary Trudeau, Treasurer and Secretary. 
 Director:
Leonard Black 
 Shareholder: Perry Ellis International, Inc. 

  
 B-65









 Supreme Realty, LLC, a Florida limited liability company, organized on July 1, 2002, and
is in good standing under the laws of Florida. Florida organizational identification number is: L02000016462. The Federal Employer Identification Number is: N/A. 
 Manager: Rosemary Trudeau 
 Members: Supreme Real Estate I, LLC and Supreme Real
Estate II, LLC. 
  

			
	Membership Interest:	  	 Supreme Real Estate I, LLC – 50%
 Supreme Real Estate II, LLC – 50%


 Supreme Real Estate I,
LLC, a Florida limited liability company, organized on June 19, 2002, and is in good standing under the laws of Florida. Florida organizational identification number is: L02000015313. The Federal Employer Identification Number is: N/A.

 Manager: Rosemary Trudeau 

Member: Supreme International, Inc. 

Supreme Real Estate II, LLC, a Florida limited liability company, organized on June 19, 2002, and is in good standing under the laws
of Florida. Florida organizational identification number is: L02000015314. The Federal Employer Identification Number is: N/A. 

Manager: Rosemary Trudeau 
 Member:
Supreme International, Inc. 
 Perry Ellis Real Estate Corporation, a Delaware corporation, organized on May 9, 2002,
under the laws of the State of Delaware, qualified to do business in South Carolina on September 24, 2002, and is in good standing under the laws of such States. Delaware organizational identification number is: 3523594. The Federal Employer
Identification Number is: 74-3043466. 
 Officers: George Feldenkreis, President; Timothy B. Page, Vice President; Karen Bingham,
Secretary; and Rosemary B. Trudeau, Treasurer. 
 Directors: Oscar Feldenkreis; Timothy B. Page; and Anthony Macaione. 

  
 B-66









 OTHER SUBSIDIARIES AND AFFILIATES: 

Perry Ellis International Europe Limited, an Irish corporation 
 Shareholder: Perry Ellis International Group Holdings Limited. 
 Perry Ellis
International Group Holdings Limited, a non-resident Irish corporation 
 Shareholder: Perry Ellis International, Inc.

 Supreme International Co. Canada Limited, a corporation organized under the laws of Canada 

Directors: George Feldenkreis; and Jeff Ottis 
 Shareholder: Perry Ellis International, Inc. 51% and Grand National Apparel 49%. 

Supreme International Corporation de Mexico, S.A. de C.V., a Mexican corporation, organized on July 8, 1997, and is in good standing
under the laws of such country. Mexican organizational identification number is: N/A. The Federal Employer Identification Number is: N/A. 

Officers: Rosemary Trudeau, President; Karen Bingham, Treasurer; and Joseph Roisman, Secretary. 

Directors: George Feldenkreis; and Rosemary Trudeau. 
 Shareholder: Perry Ellis International, Inc. 

  
 B-67









 EXHIBIT B 
 OWNED TRADEMARKS 
 SCHEDULE OF PERRY ELLIS U.S. TRADEMARKS AND TRADEMARK
APPLICATIONS 
  

													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 1
	  	Pineapple Design	  	PEIL	  	76-285,155	  		  		  	July 13, 2001
							
	 2
	  	Manhattan Beach	  	PEIL	  	76-144,603	  		  		  	Oct. 11, 2000
							
	 3
	  	Edge Grand Slam (Stylized Letters)	  	PEIL	  	76-001,196	  		  		  	March 16, 2000
							
	 4
	  	Grand Slam	  	PEIL	  	75-605,673	  		  		  	Dec. 14, 1998
							
	 5
	  	PE (and Design)	  	PEIL	  	74-583,165	  		  		  	Oct. 6, 1994
							
	 6
	  	Perry Ellis America (and Design)	  	PEIL	  	76-257,368	  		  		  	May 14, 2001
							
	 7
	  	Natural Issue Khakis	  	PEIL	  	76-070,871	  		  		  	June 14, 2000
							
	 8
	  	Munsingwear Khakis	  	PEIL	  	76-070,872	  		  		  	June 14, 2000
							
	 9
	  	Career Club Khakis	  	PEIL	  	76-070,870	  		  		  	June 14, 2000
							
	 10
	  	Micro-Touch	  	PEIL	  	75-470,856	  		  		  	April 20, 1998
							
	 11
	  	Fairway Crossings	  	PEIL	  	75-394,467	  		  		  	Nov. 21, 1997
							
	 12
	  	Corporate Khakis	  	PEIL	  	76-253,298	  		  		  	April 30, 2001

 PEI=Perry Ellis International, Inc.

 PEIL=PEI Licensing, Inc. 

JAC=Jantzen Apparel Corp. 

  
 B-68










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 13
	  	Perry Ellis Avenue	  	PEIL	  	76-128,351	  		  		  	Sept. 12, 2000
							
	 14
	  	Perry Ellis Khakis	  	PEIL	  	76-070,868	  		  		  	June 14, 2000
							
	 15
	  	Perry Ellis America Denim First Issue Quality Tested Performance Inspired 7-PEA-76/001 (and Design)	  	PEIL	  	76-199,431	  		  		  	Jan. 25, 2001
							
	 16
	  	Perry Ellis Portfolio	  	PEIL	  	76-198,049	  		  		  	Jan. 23, 2001
							
	 17
	  	Executive Khakis	  	PEIL	  	76-190,455	  		  		  	Jan. 3, 2001
							
	 18
	  	Design Only (Eagle Design)	  	PEIL	  	76-185,416	  		  		  	Dec. 21, 2000
							
	 19
	  	The Freedom To Wear What You Want... Know Your Rights	  	PEIL	  	76-106,377	  		  		  	Aug. 9, 2000
							
	 20
	  	Perry Ellis Portfolio	  	PEIL	  	75-670,921	  		  		  	March 30, 1999 [Abandoned 7/19/2000; Petition to Revive filed 7/18/2001]
							
	 21
	  	Penguin	  	PEIL	  	76-301,300	  		  		  	Aug. 17, 2001
							
	 22
	  	Munsingwear Action-Gusset	  	PEIL	  	78-083,619	  		  		  	Sep.12, 2001

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-69










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 23
	  	America 76	  	PEIL	  	78-080,879	  		  		  	Aug 23, 2001
							
	 24
	  	Perry Ellis America & More	  	PEIL	  	78-260,543	  		  		  	May 22, 2001
							
	 25
	  	G S Khakis	  	PEIL	  	78-070,869	  		  		  	Jun 14, 2000
							
	 26
	  	Perry Ellis America Demin	  	PEIL	  	76-313,515	  		  		  	Sep 17, 2001
							
	 27
	  	Perryis Ellis Softwear (and Design)	  	PEIL	  	76-332,340	  		  		  	Oct 20, 2001
							
	 28
	  	Design Only (Eagle)	  	PEIL	  	76-185,415	  		  		  	Dec 21, 2000
							
	 29
	  	Perry by Perry Ellis	  	PEIL	  	76-321,640	  		  		  	Oct 4, 2001
							
	 30
	  	Munsingwear Kangaroo	  	PEIL	  	76-322,012	  		  		  	Oct 9, 2001
							
	 31
	  	Dry Knit Dynamics	  	PEIL	  	76-261,681	  		  		  	May 23, 2001
							
	 32
	  	Penguin Sport Performance	  	PEIL	  	76-253,299	  		  		  	Apr 30, 2001
							
	 33
	  	Design Only (Designer Bold Jagged Line)	  	PEIL	  	76-185,414	  		  		  	Dec 21, 2000
							
	 34
	  	Perry Ellis Ave.	  	PEIL	  	76-128,350	  		  		  	Sep 12, 2000
							
	 35
	  	Grand Slam Khakis	  	PEIL	  	76-070,867	  		  		  	Jun 14, 2000
							
	 36
	  	Revival	  	PEIL	  	75-876,405	  		  		  	Dec 21, 1999

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-70










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 37
	  	Perry Ellis America (and Design)	  	PEIL	  	75-829,600	  		  		  	Oct 22, 1999
							
	 38
	  	The Havanera Shirt Co. WWW.HAVANERA.COM	  	PEIL	  	75-907,365	  		  		  	Jan 31, 2000
							
	 39
	  	RVL	  	PEIL	  	75-873,343	  		  		  	Dec 17, 1999
							
	 40
	  	Manhattan (Stylized Letters)	  	PEIL	  	71-135,606	  	140,890	  	March 29, 1921	  	July 30, 1920
							
	 41
	  	Manhattan (Stylized Letters)	  	PEIL	  	71-133,428	  	150,073	  	Dec. 27, 1921	  	June 8, 1920
							
	 42
	  	Mansco (Stylized Letters)	  	PEIL	  	71-228,003	  	221,071	  	Nov. 23, 1926	  	March 2, 1926
							
	 43
	  	Mansco (Stylized Letters)	  	PEIL	  	71-277,376	  	258,030	  	June 25, 1929	  	Dec. 29, 1928
							
	 44
	  	Mansco (Stylized Letters)	  	PEIL	  	71-336,569	  	305,643	  	Aug. 22, 1933	  	April 8, 1933
							
	 45
	  	Mansco (Stylized Letters)	  	PEIL	  	71-444,506	  	391,238	  	Oct. 28, 1941	  	June 13, 1941
							
	 46
	  	Manhattan (Stylized Letters)	  	PEIL	  	71-444,507	  	397,414	  	Sept. 8, 1942	  	June 13, 1941
							
	 47
	  	Manswim (Block Letters)	  	PEIL	  	71-466,704	  	407,361	  	May 30, 1944	  	Jan. 19, 1944
							
	 48
	  	Manflair (Stylized Letters)	  	PEIL	  	71-466,761	  	407,522	  	June 6, 1944	  	Jan. 21, 1944
							
	 49
	  	Slumber-Alls (Stylized Letters)	  	PEIL	  	71-484,539	  	419,353	  	Feb. 12, 1946	  	June 14, 1945
							
	 50
	  	Manhattan (Stylized Letters)	  	PEIL	  	71-503,301	  	429,687	  	May 13, 1947	  	June 5, 1946

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-71










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 51
	  	Cubaverra (Stylized Letters)	  	PEIL	  	71-516,491	  	436,491	  	Feb. 10, 1948	  	Jan. 28, 1947
							
	 52
	  	Munsingwear	  	PEIL	  	71-535,068	  	510,271	  	May 31, 1949	  	Sept. 19, 1947
							
	 53
	  	Mansmooth (Block Letters)	  	PEIL	  	71-621,890	  	566,965	  	Nov. 18, 1952	  	Nov. 30, 1951
							
	 54
	  	Golden Needle (Stylized Letters)	  	PEIL	  	71-645,656	  	585,789	  	Feb. 16, 1954	  	April 21, 1953
							
	 55
	  	Grand Slam	  	PEIL	  	71-689,296	  	629,148	  	June 19, 1956	  	June 10, 1955
							
	 56
	  	Lady Manhattan	  	PEIL	  	72-003,868	  	635,636	  	Oct. 9, 1956	  	March 5, 1956
							
	 57
	  	Penguin Dressed (Design only)	  	PEIL	  	72-039,655	  	673,912	  	Feb. 10, 1959	  	Oct. 28, 1957
							
	 58
	  	Lady Manhattan (Stylized Letters)	  	PEIL	  	72-118,199	  	728,350	  	March 6, 1962	  	April 20, 1961
							
	 59
	  	Mantrim	  	PEIL	  	72-144,966	  	746,700	  	March 12, 1963	  	May 18, 1962
							
	 60
	  	University Row	  	PEIL	  	72-161,073	  	764,739	  	Feb. 11, 1964	  	Jan. 21, 1963
							
	 61
	  	Tropik-Nit	  	PEIL	  	72-160,196	  	765,571	  	Feb. 25, 1964	  	Jan. 4, 1963
							
	 62
	  	Penguin Design (Design only)	  	PEIL	  	72-194,637	  	796,003	  	Sept. 14, 1965	  	June 1, 1964
							
	 63
	  	Texspand	  	PEIL	  	72-205,320	  	796,804	  	Sept. 28, 1965	  	Nov. 2, 1964
							
	 64
	  	Miss Manhattan	  	PEIL	  	72-213,786	  	799,577	  	Nov. 30, 1965	  	March 10, 1965

 PEI=Perry Ellis International, Inc.

 PEIL=PEI Licensing, Inc. 

JAC=Jantzen Apparel Corp. 

  
 B-72










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 65
	  	Manhattan	  	PEIL	  	72-186,872	  	807,359	  	April 19, 1966	  	Feb.17, 1964
							
	 66
	  	M (and Design)	  	PEIL	  	72-248,147	  	830,632	  	June 20, 1967	  	June 15, 1966
							
	 67
	  	Grand-Slam	  	PEIL	  	72-314,899	  	873,862	  	July 29, 1969	  	Dec. 19, 1968
							
	 68
	  	Penguin	  	PEIL	  	72-315,942	  	903,044	  	Nov. 24, 1970	  	 Jan. 6, 1969
 [Refiled Aug. 17,
2001]

							
	 69
	  	Munsingwar Kangaroo (Stylized Letters)	  	PEIL	  	72-339,284	  	918,554	  	Aug. 17, 1971	  	Sept. 30, 1969
							
	 70
	  	Kangaroo	  	PEIL	  	72-408,954	  	949,403	  	Dec. 26, 1972	  	Nov. 29, 1971
							
	 71
	  	Penguin (Design only)	  	PEIL	  	72-403,961	  	952,079	  	Jan. 30, 1973	  	Sept. 30, 1971
							
	 72
	  	Penguin Dressed (Design only)	  	PEIL	  	72-425,819	  	961,376	  	June 19, 1973	  	May 30, 1972
							
	 73
	  	Kangaroo (Design only)	  	PEIL	  	72-442,607	  	975,066	  	Dec. 18, 1973	  	Dec. 1, 1972
							
	 74
	  	John Henry	  	PEIL	  	73-008,672	  	996,837	  	Oct. 29, 1974	  	Dec. 12, 1973
							
	 75
	  	Kangaroo	  	PEIL	  	73-009,623	  	996,840	  	Oct. 29, 1974	  	Dec. 26, 1973
							
	 76
	  	Penguin Dressed w/o Buttons (Design only)	  	PEIL	  	73-049,330	  	1,034,409	  	Feb. 24, 1976	  	April 14, 1975
							
	 77
	  	Penguin Dressed Design (Design only)	  	PEIL	  	73-164,596	  	1,116,035	  	April 3, 1979	  	March 31, 1978

 PEI=Perry Ellis International, Inc.

 PEIL=PEI Licensing, Inc. 

JAC=Jantzen Apparel Corp. 

  
 B-73










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 78
	  	Match (and Design)	  	PEIL	  	73-188,174	  	1,149,000	  	March 24, 1981	  	Oct. 4, 1978
							
	 79
	  	Cotton Classics By Munsingwear (and Design)	  	PEIL	  	73-215,102	  	1,152,504	  	April 28, 1981	  	May 10, 1979
							
	 80
	  	STIX (Stylized Letters)	  	PEIL	  	73-225,429	  	1,153,257	  	May 5, 1981	  	July 30, 1979
							
	 81
	  	Portfolio	  	PEIL	  	73-151,687	  	1,159,219	  	Jun 30, 1981	  	Dec 12, 1977
							
	 82
	  	Forge (Stylized Letters)	  	PEIL	  	73-253,530	  	1,167,449	  	Sept. 1, 1981	  	March 10, 1980
							
	 83
	  	Feldini	  	PEIL	  	73-245,615	  	1,173,403	  	Oct. 13, 1981	  	Jan. 10, 1980
							
	 84
	  	The Lady Manhattan Dress Co.	  	PEIL	  	73-245,904	  	1,175,298	  	Oct. 27, 1981	  	Jan. 14, 1980
							
	 85
	  	The Manhattan Moving Company	  	PEIL	  	73-250,799	  	1,177,385	  	Nov. 10, 1981	  	Feb. 19, 1980
							
	 86
	  	Sportstyle	  	PEIL	  	73-323,077	  	1,208,593	  	Sept. 14, 1982	  	Aug. 10, 1981
							
	 87
	  	EXEC	  	PEIL	  	73-323,079	  	1,208,594	  	Sept. 14, 1982	  	Aug. 10, 1981
							
	 88
	  	Seperates by Lady Manhattan	  	PEIL	  	73-326,220	  	1,219,220	  	Dec. 7, 1982	  	Aug. 31, 1981
							
	 89
	  	John Henry	  	PEIL	  	73-299,189	  	1,219,981	  	Dec. 14, 1982	  	March 2, 1981
							
	 90
	  	G-S-Classic	  	PEIL	  	73-348,175	  	1,227,629	  	Feb. 15, 1983	  	Feb. 1, 1982
							
	 91
	  	Sun II (and Design)	  	PEIL	  	73-332,450	  	1,238,484	  	May 17, 1983	  	Oct. 14, 1981

 PEI=Perry Ellis International, Inc.

 PEIL=PEI Licensing, Inc. 

JAC=Jantzen Apparel Corp. 

  
 B-74










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 92
	  	Perry Ellis	  	PEI	  	73-179,563	  	1,249,025	  	Aug 23, 1983	  	Jul 24, 1978
							
	 93
	  	Slammer USA (and Design)	  	PEIL	  	73-348,202	  	1,253,020	  	Oct. 4, 1983	  	Feb. 1, 1982
							
	 94
	  	Sunsplash (and Design)	  	PEIL	  	73-377,344	  	1,253,039	  	Oct. 4, 1983	  	July 29, 1982
							
	 95
	  	The Northwestern Knitting Company	  	PEIL	  	73-386,078	  	1,258,623	  	Nov. 22, 1983	  	Sept. 16, 1982
							
	 96
	  	New Step	  	PEIL	  	73-379,277	  	1,269,305	  	March 6, 1984	  	Aug. 10, 1982
							
	 97
	  	Perry Ellis	  	PEIL	  	73-416,833	  	1,279,975	  	May 29, 1984	  	Mar 11, 1983
							
	 98
	  	Corsa (Pirate, Privateer)	  	PEIL	  	73-386,403	  	1,285,310	  	July 10, 1984	  	Sept. 17, 1982
							
	 99
	  	Lady Manhattan Plus	  	PEIL	  	73-383,770	  	1,294,432	  	Sept. 11, 1984	  	Sept. 7, 1982
							
	 100
	  	CC Sport (and Design)	  	PEIL	  	73-454,700	  	1,307,173	  	Nov. 27, 1984	  	Nov. 28, 1983
							
	 101
	  	Slammer USA	  	PEIL	  	73-456,765	  	1,308,143	  	Dec. 4, 1984	  	Dec. 12, 1983
							
	 102
	  	John Henry	  	PEIL	  	73-467,109	  	1,320,443	  	Feb. 19, 1985	  	Feb. 24, 1984
							
	 103
	  	The Northwestern Knitting Company	  	PEIL	  	73-456,753	  	1,324,697	  	March 12, 1985	  	Dec. 12, 1983
							
	 104
	  	Sock Portfolio	  	PEIL	  	73-462,797	  	1,356,752	  	Aug. 27, 1985	  	Jan. 27, 1984
							
	 105
	  	The Northwestern Knitting Company	  	PEIL	  	73-527,131	  	1,364,606	  	Oct. 8, 1985	  	March 15, 1985

 PEI=Perry Ellis International, Inc.

 PEIL=PEI Licensing, Inc. 

JAC=Jantzen Apparel Corp. 

  
 B-75










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 106
	  	M (and Design)	  	PEIL	  	73-387,042	  	1,370,210	  	Nov. 12, 1985	  	Sept. 20, 1982
							
	 107
	  	Crest Classic By Munsingwear (Stylized Letters)	  	PEIL	  	73-509,671	  	1,374,850	  	Dec. 10, 1985	  	Nov. 19, 1984
							
	 108
	  	Perry Ellis America (and Design)	  	PEIL	  	73-531,574	  	1,395,816	  	June 3, 1986	  	April 10, 1985
							
	 109
	  	Manhattan (Stylized Letters)	  	PEIL	  	73-583,067	  	1,411,407	  	Sept. 30, 1986	  	Feb. 18, 1986
							
	 110
	  	Perry Ellis	  	PEIL	  	73-538,216	  	1,416,338	  	Nov. 11, 1986	  	May 17, 1985
							
	 111
	  	Grand Slam (Stylized Letters)	  	PEIL	  	73-594,637	  	1,418,434	  	Nov. 25, 1986	  	April 21, 1986
							
	 112
	  	Perry Ellis	  	PEIL	  	73-601,579	  	1,428,486	  	Feb. 10, 1987	  	May 29, 1986
							
	 113
	  	Mario Bellucci	  	PEIL	  	73-608,514	  	1,428,537	  	Feb. 10, 1987	  	July 9, 1986
							
	 114
	  	Gianni Abozzi	  	PEIL	  	73-597,490	  	1,439,242	  	May 12, 1987	  	May 8, 1986
							
	 115
	  	The Northwestern Knitting Company (and Design)	  	PEIL	  	73-618,406	  	1,446,537	  	July 7, 1987	  	Sept. 8, 1986
							
	 116
	  	Perry Ellis	  	PEIL	  	73-601,580	  	1,447,578	  	July 14, 1987	  	May 29, 1986
							
	 117
	  	Perry Ellis	  	PEIL	  	73-601,581	  	1,448,617	  	July 21, 1987	  	May 29, 1986
							
	 118
	  	Guayamisa	  	PEIL	  	73-658,003	  	1,468,433	  	Dec. 8, 1987	  	April 30, 1987

 PEI=Perry Ellis International, Inc.

 PEIL=PEI Licensing, Inc. 

JAC=Jantzen Apparel Corp. 

  
 B-76










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 119
	  	PA (Stylized Letters)	  	PEIL	  	73-676,129	  	1,483,605	  	April 5, 1988	  	Aug. 3, 1987
							
	 120
	  	Design Only (Penguin Design)	  	PEIL	  	73-791,911	  	1,569,866	  	Dec. 5, 1989	  	April 7, 1989
							
	 121
	  	Design Only (Penguin Design)	  	PEIL	  	73-796,831	  	1,580,093	  	Jan. 30, 1990	  	May 1, 1989
							
	 122
	  	Tipo’s (Type) (Stylized Letters)	  	PEIL	  	73-822,022	  	1,589,045	  	March 27, 1990	  	Aug. 28, 1989
							
	 123
	  	Daniel Young	  	PEIL	  	74-017,326	  	1,636,199	  	Feb. 26, 1991	  	Jan. 8, 1990
							
	 124
	  	Supreme	  	PEIL	  	73-830,106	  	1,638,467	  	March 19, 1991	  	Oct. 10, 1989
							
	 125
	  	Perry Ellis (Stylized Letters)	  	PEIL	  	74-020,204	  	1,641,343	  	April 16, 1991	  	Jan. 18, 1990
							
	 126
	  	Perry Ellis	  	PEIL	  	74-021,494	  	1,644,085	  	May 7, 1991	  	Jan. 17, 1990
							
	 127
	  	Romani	  	PEIL	  	74-056,437	  	1,647,496	  	June 11, 1991	  	May 3, 1990
							
	 128
	  	Mondo di Marco (and Design)	  	PEIL	  	73-763,920	  	1,648,889	  	Jun 25, 1991	  	Nov 16, 1988
							
	 129
	  	Oggi Mode	  	PEIL	  	74-070,798	  	1,666,308	  	Nov. 26, 1991	  	June 19, 1990
							
	 130
	  	Official Fan (and Design)	  	PEIL	  	74-123,100	  	1,685,400	  	May 5, 1992	  	Dec. 13, 1990
							
	 131
	  	Essay	  	PEIL	  	74-022,734	  	1,690,245	  	June 2, 1992	  	Jan. 24, 1990
							
	 132
	  	Natural Issue	  	PEIL	  	74-075,087	  	1,690,250	  	June 2, 1992	  	July 3, 1990

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-77










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 133
	  	Perry Ellis America	  	PEIL	  	74-020,019	  	1,695,300	  	June 16, 1992	  	Jan. 17, 1990
							
	 134
	  	Chronicles	  	PEIL	  	74-006,574	  	1,696,974	  	June 23, 1992	  	Dec. 1, 1989
							
	 135
	  	Perry Ellis	  	PEIL	  	74-217,602	  	1,704,748	  	Aug 4, 1992	  	Nov 1, 1991
							
	 136
	  	Portfolio Perry Ellis	  	PEIL	  	74-178,252	  	1,708,191	  	Aug 18, 1998	  	Jun 20, 1991
							
	 137
	  	Grand Slam	  	PEIL	  	74-121,049	  	1,710,101	  	Aug. 25, 1992	  	Dec. 6, 1990
							
	 138
	  	Perry Ellis	  	PEIL	  	74-166,078	  	1,739,844	  	Dec. 15, 1992	  	May 13, 1991
							
	 139
	  	Pro Player	  	PEIL	  	74-023,741	  	1,751,335	  	Feb. 9, 1993	  	Jan. 26, 1990
							
	 140
	  	Viva Seta (Long Live Silk) (Stylized Letters)	  	PEIL	  	74-219,785	  	1,768,714	  	May 4, 1993	  	Nov. 7, 1991
							
	 141
	  	P (and Design)	  	PEIL	  	74-223,285	  	1,782,748	  	July 20, 1993	  	Nov. 19, 1991
							
	 142
	  	Slammer (Stylized Letters)	  	PEIL	  	74-254,644	  	1,794,329	  	Sept. 21, 1993	  	March 12, 1992
							
	 143
	  	Shaggy Penguin Undressed with Sunglasses (Design only)	  	PEIL	  	74-451,688	  	1,849,971	  	Aug. 16, 1994	  	Oct. 28, 1993
							
	 144
	  	Pro Player	  	PEIL	  	74-802,131	  	1,897,027	  	May 30, 1995	  	June 30, 1993
							
	 145
	  	Crossings	  	PEIL	  	74-121,642	  	1,899,915	  	June 13, 1995	  	Dec. 7, 1990
							
	 146
	  	360° (Stylized Letters)	  	PEIL	  	74-408,237	  	1,902,285	  	Jul 4, 1995	  	Jun 29, 1993
							
	 147
	  	Cotton Mill	  	PEIL	  	74-456,158	  	1,902,795	  	July 4, 1995	  	Nov. 4, 1993

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-78










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 148
	  	Free Agent	  	PEIL	  	74-378,426	  	1,905,037	  	July 11, 1995	  	April 13, 1993
							
	 149
	  	Perry Ellis Portfolio	  	PEIL	  	74-556,106	  	1,905,523	  	July 18, 1995	  	July 29, 1994
							
	 150
	  	(Design Only) Perfume	  	PEIL	  	75-511,660	  	1,909,651	  	Aug 8, 1995	  	Apr 12, 1994
							
	 151
	  	Sportstyle	  	PEIL	  	74-451,699	  	1,911,471	  	Aug. 15, 1995	  	Oct. 28, 1993
							
	 152
	  	Penguin Club (and Design)	  	PEIL	  	74-237,323	  	1,928,826	  	Oct. 24, 1995	  	Jan. 13, 1992
							
	 153
	  	Cotton Mill	  	PEIL	  	74-438,199	  	1,934,633	  	Nov. 14, 1995	  	Sept. 20, 1993
							
	 154
	  	Lady Manhattan	  	PEIL	  	74-575,711	  	1,935,167	  	Nov. 14, 1995	  	Sept. 19, 1994
							
	 155
	  	John Henry	  	PEIL	  	74-579,565	  	1,935,193	  	Nov. 14, 1995	  	Sept. 28, 1994
							
	 156
	  	Alexander Martin	  	PEIL	  	74,579,319	  	1,942,416	  	Dec. 19, 1995	  	Sept. 28, 1994
							
	 157
	  	Textures By Natural Issue	  	PEIL	  	74-593,884	  	1,954,534	  	Feb. 6, 1996	  	Nov. 2, 1994
							
	 158
	  	Natural Issue (and Design)	  	PEIL	  	74-397,142	  	1,960,668	  	March 5, 1996	  	June 2, 1993
							
	 159
	  	City Rap	  	PEIL	  	74-684,875	  	1,968,596	  	April 16, 1996	  	June 6, 1995
							
	 160
	  	Sunsplash	  	PEIL	  	74-582,538	  	1,987,959	  	July 23, 1996	  	Oct. 5, 1995
							
	 161
	  	Munsingwear	  	PEIL	  	74-384,295	  	2,011,287	  	Oct. 29, 1996	  	April 26, 1993
							
	 162
	  	Tempo Libero (Free Time) (and Design)	  	PEIL	  	74-250,778	  	2,018,563	  	Nov. 26, 1996	  	Feb. 28, 1992

 PEI=Perry Ellis International, Inc.

 PEIL=PEI Licensing, Inc. 

JAC=Jantzen Apparel Corp. 

  
 B-79










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 163
	  	Tempo Libero (Free Time) (and Design)	  	PEIL	  	74-250,779	  	2,018,564	  	Nov. 26, 1996	  	Feb. 28, 1992
							
	 164
	  	Pro Player	  	PEIL	  	75-012,224	  	2,025,275	  	Dec. 24, 1996	  	Oct. 30, 1995
							
	 165
	  	Eagle Design w/o NI (Design only)	  	PEIL	  	75-053-008	  	2,027,110	  	Dec. 31, 1996	  	Feb. 5, 1996
							
	 166
	  	Monte Carlo	  	PEIL	  	74-459,065	  	2,036,323	  	Feb. 11, 1997	  	Nov. 17, 1993
							
	 167
	  	Grand Slam Tour	  	PEIL	  	74-165,605	  	2,037,351	  	Feb. 11, 1997	  	May 13, 1991
							
	 168
	  	(Design Only) Shirts	  	PEIL	  	74-511,658	  	2,037,960	  	Feb 11, 1997	  	Apr 12, 1994
							
	 169
	  	Penguin Sport	  	PEIL	  	74-236,799	  	2,049,331	  	April 1, 1997	  	Jan. 10, 1992
							
	 170
	  	Lady Manhattan	  	PEIL	  	74-575,600	  	2,053,139	  	April 15, 1997	  	Sept. 19, 1994
							
	 171
	  	The Original Penguin Shirt Co.	  	PEIL	  	75-078,503	  	2,060,953	  	May 13, 1997	  	March 26, 1996
							
	 172
	  	Cash-Cotton Cotton with the Cashmere Feel! (and Design)	  	PEIL	  	74-696,026	  	2,073,085	  	June 24, 1997	  	June 30, 1995
							
	 173
	  	Penguin Club	  	PEIL	  	74-236,565	  	2,075,921	  	July 1, 1997	  	Jan. 10, 1992
							
	 174
	  	Penguin Sport (and Design)	  	PEIL	  	74-236,566	  	2,075,922	  	July 1, 1997	  	Jan. 10, 1992
							
	 175
	  	Fans Gear (Stylized Letters)	  	PEIL	  	75-070,065	  	2,077,125	  	July 8, 1997	  	March 11, 1996
							
	 176
	  	Wear the Attitude	  	PEIL	  	74-509,748	  	2,081,861	  	July 22, 1997	  	April 4 ,1994

 PEI=Perry Ellis International, Inc.

 PEIL=PEI Licensing, Inc. 

JAC=Jantzen Apparel Corp. 

  
 B-80










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 177
	  	John JH Henry	  	PEIL	  	75-204,528	  	2,091,470	  	Aug. 26, 1997	  	Nov. 26, 1996
							
	 178
	  	Natural Issue Alternatives	  	PEIL	  	74-672,508	  	2,129,262	  	Jan. 13, 1998	  	April 12, 1995
							
	 179
	  	Grand Slam	  	PEIL	  	74-119,629	  	2,151,550	  	April 21, 1998	  	Dec. 3, 1990
							
	 180
	  	Perry Ellis America	  	PEIL	  	75-132,833	  	2,164,539	  	Jun 9, 1998	  	Jul 11, 1996
							
	 181
	  	Golf Classics by Munsingwear	  	PEIL	  	75-132,252	  	2,170,126	  	June 30, 1998	  	July 8, 1996
							
	 182
	  	Change Course	  	PEIL	  	75-257,764	  	2,171,034	  	July 7, 1998	  	March 14, 1997
							
	 183
	  	STIX	  	PEIL	  	75-257,765	  	2,171,035	  	July 7, 1998	  	March 14, 1997
							
	 184
	  	Links Edition	  	PEIL	  	74-647,758	  	2,177,066	  	July 28, 1998	  	March 16, 1995
							
	 185
	  	Manhattan (and Design)	  	PEIL	  	75-022,981	  	2,179,813	  	Aug. 11, 1998	  	Nov. 20, 1995
							
	 186
	  	Natural Issue (and Design)	  	PEIL	  	74-526,548	  	2,186,104	  	Sept. 1, 1998	  	May 19, 1994
							
	 187
	  	Corporate Gear	  	PEIL	  	75-019,606	  	2,196,184	  	Oct. 13, 1998	  	Nov. 13, 1995
							
	 188
	  	Tribute	  	PEIL	  	75-191,351	  	2,203,183	  	Nov. 10, 1998	  	Nov. 1, 1996
							
	 189
	  	Career Club	  	PEIL	  	74-526,547	  	2,205,922	  	Nov. 24, 1998	  	May 19, 1994
							
	 190
	  	Monte Fino (Fine Mountain)	  	PEIL	  	75-116,412	  	2,211,464	  	Dec. 15, 1998	  	June 10, 1996
							
	 191
	  	Natural Issue	  	PEIL	  	74-583,216	  	2,222,989	  	Feb. 9, 1999	  	Oct. 7, 1994

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-81










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 192
	  	Manhattan Club MC Sport (and Design)	  	PEIL	  	75-430,934	  	2,238,720	  	April 13, 1999	  	Feb. 9, 1998
							
	 193
	  	Horizontal Fly Design (Design only)	  	PEIL	  	74-355,709	  	2,242,300	  	May 4, 1999	  	Feb. 3, 1993
							
	 194
	  	Men’s Brief Design (Design only)	  	PEIL	  	74-355,092	  	2,248,422	  	June 1, 1999	  	Feb. 3, 1993
							
	 195
	  	Slam	  	PEIL	  	74-119,194	  	2,263,848	  	July 27, 1999	  	Nov. 29, 1990
							
	 196
	  	Manhattan (and Design)	  	PEIL	  	75-369,281	  	2,264,187	  	July 27, 1999	  	Oct. 7, 1997
							
	 197
	  	Cross Gear (and Design)	  	PEIL	  	75-298,290	  	2,278,340	  	Sept. 14, 1999	  	May 27, 1997
							
	 198
	  	Mondo di Marco (World of Marco) (Stylized Letters)	  	PEIL	  	75-163,821	  	2,315,164	  	Feb. 8, 2000	  	Sept. 10, 1996
							
	 199
	  	Career Club	  	PEIL	  	75-585,539	  	2,316,085	  	Feb. 8, 2000	  	Nov. 9, 1998
							
	 200
	  	Perry Ellis America (and Design)	  	PEIL	  	75-479,492	  	2,323,085	  	Feb. 29, 2000	  	May 5, 1998
							
	 201
	  	360° Perry Ellis (and Design)	  	PEIL	  	74-473,873	  	2,324,681	  	Feb. 29, 2000	  	Dec. 21, 1993
							
	 202
	  	Crossings	  	PEIL	  	75-575,898	  	2,349,606	  	May 16, 2000	  	Oct. 23, 1998
							
	 203
	  	Munsingwear Classics	  	PEIL	  	75-733,506	  	2,366,230	  	July 11, 2000	  	June 21, 1999
							
	 204
	  	P (and Design)	  	PEIL	  	75-844,963	  	2,401,979	  	Nov. 07, 1999	  	Nov. 10, 1999

 PEI=Perry Ellis International, Inc.

 PEIL=PEI Licensing, Inc. 

JAC=Jantzen Apparel Corp. 

  
 B-82










													
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION
NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	 205
	  	Perry Ellis America (and Design)	  	PEIL	  	75-041,809	  	2,412,717	  	Dec. 12, 2000	  	Jan. 11, 1996

 PEI=Perry Ellis International, Inc.

 PEIL=PEI Licensing, Inc. 

JAC=Jantzen Apparel Corp. 

  
 B-83









 SCHEDULE OF JANTZEN U.S. TRADEMARKS AND TRADEMARK APPLICATIONS 

 

													
	 	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
 NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	1	  	Current	  	JAC	  	76-221,382	  		  		  	Mar. 7, 2001
							
	2	  	Aquasculpting	  	JAC	  	75-602,299	  		  		  	Dec. 9, 1998
							
	3	  	Tursio (Dolphin, Porpoise)	  	JAC	  	76-221,386	  		  		  	Mar. 7, 2001
							
	4	  	Fluento	  	JAC	  	76-221,383	  		  		  	Mar. 7, 2001
							
	5	  	Storm	  	JAC	  	76-221,385	  		  		  	Mar. 7, 2001
							
	6	  	Natrix (Water Snake, Snake that Lives in Water)	  	JAC	  	76-221,384	  		  		  	Mar. 7, 2001
							
	7	  	Diving Girl (Stylized Letters)	  	JAC	  	71-203,129	  	194,450	  	Jan. 27, 1925	  	Sept. 27, 1924
							
	8	  	Red Diving Girl (Stylized Letters)	  	JAC	  	71-203,130	  	194,451	  	Jan. 27, 1925	  	Sept. 27, 1924
							
	9	  	Jantzen (and Design)	  	JAC	  	71-225,959	  	213,637	  	June 1, 1926	  	Jan. 15, 1926
							
	10	  	Verelama Revere (and Design)	  	JAC	  	71-447,574	  	393,555	  	Feb. 17, 1942	  	Oct. 6, 1941
							
	11	  	Jantzen (Stylized Letters)	  	JAC	  	71-481,184	  	418,710	  	Jan. 8, 1946	  	Mar. 22, 1945
							
	12	  	Jantzen (Stylized Letters)	  	JAC	  	71-493,490	  	421,924	  	June 18, 1946	  	Dec. 18, 1945
							
	13	  	Jantzen (and Design)	  	JAC	  	71-493,492	  	421,925	  	June 18, 1946	  	Dec. 18, 1945
							
	14	  	(Design only) Diving Girl	  	JAC	  	71-493,491	  	423,812	  	Sept. 10, 1946	  	Dec. 18, 1945
							
	15	  	Jantzen (Stylized Letters)	  	JAC	  	71-548,083	  	515,367	  	Sept. 20, 1949	  	Jan. 27, 1948
							
	16	  	(Design only) Diving Girl	  	JAC	  	71-548,082	  	522,178	  	Mar. 14, 1950	  	Jan. 27, 1948


PEI=Perry Ellis International, Inc. 
 PEIL=PEI
Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-84










													
	 	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
 NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	17	  	(Design only) Diving Girl	  	JAC	  	71-573,128	  	526,944	  	June 27, 1950	  	Feb. 1, 1949
							
	18	  	Jantzen (and Design)	  	JAC	  	71-573,129	  	526,945	  	June 27, 1950	  	Feb. 1, 1949
							
	19	  	Jandals (Stylized Letters)	  	JAC	  	71-602,200	  	546,967	  	Aug. 21, 1951	  	Aug. 15, 1950
							
	20	  	Zip-Fit (Stylized Letters)	  	JAC	  	71-629,897	  	578,251	  	Aug. 4, 1953	  	May 19, 1952
							
	21	  	Jandoliers (Stylized Letters)	  	JAC	  	71-655,987	  	598,798	  	Nov. 30, 1954	  	Nov. 6, 1953
							
	22	  	(Design only) Diving Girl	  	JAC	  	72-055,146	  	700,515	  	July 5, 1960	  	July 11, 1958
							
	23	  	Jantzen (Stylized Letters)	  	JAC	  	72-055,147	  	700,516	  	July 5, 1960	  	July 11, 1958
							
	24	  	(Design only) Ellipse with Basketball	  	JAC	  	72-07h0,082	  	701,425	  	July 19, 1960	  	Mar. 23, 1959
							
	25	  	Jantzen (Stylized Letters)	  	JAC	  	72-101,785	  	714,792	  	May 2, 1961	  	Aug. 1, 1960
							
	26	  	(Design only) Diving Girl	  	JAC	  	72-101,786	  	714,793	  	May 2, 1961	  	Aug. 1, 1960
							
	27	  	(Design only) Diving Girl	  	JAC	  	72-110,856	  	722,458	  	Oct. 10, 1961	  	Dec. 27, 1960
							
	28	  	Jantzen (Stylized Letters)	  	JAC	  	72-110,857	  	722,931	  	Oct. 24, 1961	  	Dec. 27, 1960
							
	29	  	Just Wear a Smile and a Jantzen	  	JAC	  	72-102,243	  	727,742	  	Feb. 20, 1962	  	Aug. 8, 1960
							
	30	  	Lamberra	  	JAC	  	72-116,837	  	728,338	  	Mar. 6, 1962	  	Mar. 30, 1961
							
	31	  	Revere	  	JAC	  	72-176,574	  	769,217	  	May 5, 1964	  	Sept. 9, 1963
							
	32	  	Curvallure	  	JAC	  	72-225,872	  	809,598	  	June 7, 1966	  	Aug. 17, 1965
							
	33	  	International Sports Club	  	JAC	  	72-231,686	  	817,840	  	Nov. 1, 1966	  	Oct. 27, 1965
							
	34	  	Jantzen	  	JAC	  	72-239,150	  	825,722	  	Mar. 14, 1967	  	Feb. 18, 1966


PEI=Perry Ellis International, Inc. 
 PEIL=PEI
Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-85










													
	 	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
 NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	35	  	(Design only) Diving Girl	  	JAC	  	72-239,151	  	825,723	  	Mar. 14, 1967	  	Feb. 18, 1966
							
	36	  	Smile Girl	  	JAC	  	72-256,743	  	835,992	  	Sept. 26, 1967	  	Oct. 19, 1966
							
	37	  	Liquid Fit	  	JAC	  	72-275,419	  	842,510	  	Jan. 16, 1968	  	July 6, 1967
							
	38	  	Jantzen	  	JAC	  	72-276,073	  	842,511	  	Jan. 16, 1968	  	July 17, 1967
							
	39	  	Smilewear	  	JAC	  	72-277,839	  	843,257	  	Jan. 30, 1968	  	Aug. 8, 1967
							
	40	  	(Design only) Diving Girl	  	JAC	  	72-276,072	  	851,501	  	June 25, 1968	  	July 17, 1967
							
	41	  	(Design only) Diving Girl in Crest	  	JAC	  	72-313,304	  	872,646	  	July 8, 1969	  	Nov. 29, 1968
							
	42	  	Center Court	  	JAC	  	72-366,253	  	907,238	  	Feb. 2, 1971	  	July 27, 1970
							
	43	  	Center Court (and Design)	  	JAC	  	72-449,291	  	978,668	  	Feb. 12, 1974	  	Feb. 20, 1973
							
	44	  	Scotch Tumbler	  	JAC	  	73-082,537	  	1,055,641	  	Jan. 4, 1977	  	April 2, 1976
							
	45	  	North Country	  	JAC	  	73-082,536	  	1,057,735	  	Feb. 1, 1977	  	April 2, 1976
							
	46	  	3 Under	  	JAC	  	73-082,535	  	1,059,378	  	Feb. 15, 1977	  	April 2, 1976
							
	47	  	Dunker	  	JAC	  	73-125,058	  	1,082,705	  	Jan. 17, 1978	  	May 2, 1977
							
	48	  	J (Stylized Letters)	  	JAC	  	73-170,267	  	1,123,345	  	July 31, 1979	  	May 15, 1978
							
	49	  	Janfit	  	JAC	  	73-320,244	  	1,210,632	  	Sept. 28, 1982	  	July 23, 1981
							
	50	  	Prospun (and Design)	  	JAC	  	73-355,474	  	1,272,793	  	April 3, 1984	  	Mar. 19, 1982
							
	51	  	Natural Touch (and Design)	  	JAC	  	73-329,927	  	1,273,601	  	April 10, 1984	  	Sept. 28, 1981
							
	52	  	Southpoint (Stylized Letters)	  	JAC	  	73-422,143	  	1,290,193	  	Aug. 14, 1984	  	April 18, 1983
							
	53	  	Iredell County	  	JAC	  	73-432,710	  	1,294,559	  	Sept. 11, 1984	  	June 29, 1983


PEI=Perry Ellis International, Inc. 
 PEIL=PEI
Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-86










													
	 	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
NO.
	  	 REGISTRATION
NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	54	  	Zuma Beach (and Design)	  	JAC	  	73-639,386	  	1,462,914	  	Oct. 27, 1987	  	Jan. 12, 1987
							
	55	  	Sandy Cove	  	JAC	  	73-666,211	  	1,477,816	  	Feb. 23, 1988	  	June 12, 1987
							
	56	  	Sandy Bay	  	JAC	  	73-666,212	  	1,477,817	  	Feb. 23, 1988	  	June 12, 1987
							
	57	  	Clean Water	  	JAC	  	74-228,757	  	1,710,164	  	Aug. 25, 1992	  	Dec. 9, 1991
							
	58	  	Jantzen (and Design)	  	JAC	  	74-333,194	  	1,795,088	  	Sept. 28, 1993	  	Nov. 20, 1992
							
	59	  	The Total Sweater	  	JAC	  	74-334,357	  	1,823,816	  	Feb. 22, 1994	  	Nov. 24, 1992
							
	60	  	Lucky Links	  	JAC	  	74-334,358	  	1,823,817	  	Feb. 22, 1994	  	Nov. 24, 1992
							
	61	  	PDX	  	JAC	  	74-322,381	  	1,829,886	  	April 5, 1994	  	Oct. 14, 1992
							
	62	  	Natural Essentials	  	JAC	  	74-326,182	  	1,834,705	  	May 3, 1994	  	Oct. 27, 1992
							
	63	  	PDX Sportswear	  	JAC	  	74-457,674	  	1,879,834	  	Feb. 21, 1995	  	Nov. 12, 1993
							
	64	  	Jantzen Clean Water Est. 1910 (and Design)	  	JAC	  	74-551,004	  	1,915,073	  	Aug. 29, 1995	  	July 19, 1994
							
	65	  	Body Art	  	JAC	  	74-532,256	  	1,930,975	  	Oct. 31, 1995	  	June 1, 1994
							
	66	  	Flannel Ease	  	JAC	  	74-491,370	  	1,980,052	  	June 11, 1996	  	Feb. 16, 1994
							
	67	  	Zuma Beach	  	JAC	  	74-596,522	  	1,997,560	  	Aug. 27, 1996	  	Nov. 8, 1994
							
	68	  	Seeing is Believing	  	JAC	  	74-636,763	  	2,014,441	  	Nov. 5, 1996	  	Feb. 21, 1995
							
	69	  	Keep Our Beaches Beautiful	  	JAC	  	75-093,514	  	2,047,730	  	Mar. 25, 1997	  	April 26, 1996
							
	70	  	Trim Swim	  	JAC	  	75-067,725	  	2,064,142	  	May 20, 1997	  	Mar. 5, 1996
							
	71	  	Jantzen	  	JAC	  	75-022,473	  	2,065,889	  	May 27, 1997	  	Nov. 20, 1995
							
	72	  	Jantzen	  	JAC	  	74-581,324	  	2,072,189	  	June 17, 1997	  	Oct. 3, 1994


PEI=Perry Ellis International, Inc. 
 PEIL=PEI
Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-87










													
	 	  	 MARK
	  	 GRANTOR
	  	 APPLICATION
 NO.
	  	 REGISTRATION
 NO.
	  	 REGISTRATION
DATE
	  	 APPLICATION
[FILED] DATE

	73	  	Make Your Own Beach	  	JAC	  	74-707,261	  	2,144,986	  	Mar. 17, 1998	  	July 28, 1995
							
	74	  	Jantzen	  	JAC	  	75-317,817	  	2,197,656	  	Oct. 20, 1998	  	July 1, 1997
							
	75	  	Jantzen JS Signature (and Design)	  	JAC	  	75-299,905	  	2,255,937	  	June 22, 1999	  	May 28, 1997
							
	76	  	Uptake	  	JAC	  	75-383,393	  	2,269,774	  	Aug. 10, 1999	  	Nov. 3, 1997
							
	77	  	Teraz	  	JAC	  	75-329,267	  	2,272,876	  	Aug. 24, 1999	  	July 23, 1997
							
	78	  	Jantzen (and Design)	  	JAC	  	75-639,781	  	2,321,381	  	Feb. 22, 2000	  	Feb. 9, 1999
							
	79	  	Jantzen (and Design)	  	JAC	  	75-642,280	  	2,403,409	  	Nov. 14, 2000	  	Feb. 17, 1999
							
	80	  	Remora	  	JAC	  	75-889,502	  	2,404,397	  	Nov. 14, 2000	  	Jan. 6, 2000
							
	81	  	Natator (Swimmer)	  	JAC	  	75-833,800	  	2,476,588	  	Aug. 7, 2001	  	Oct. 28, 1999
							
	82	  	+ Guard (and Design)	  	JAC	  	75-731,528	  	2,541,089	  	Feb. 19, 2002	  	June 17, 1999

 PEI=Perry Ellis International, Inc.

 PEIL=PEI Licensing, Inc. 

JAC=Jantzen Apparel Corp. 

  
 B-88









 SCHEDULE OF PERRY ELLIS INTERNATIONAL TRADEMARKS AND TRADEMARK APPLICATIONS 

 

											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	1  	  	Lady Manhattan	  	PEI	  	 AIPO
 (African
Union)
	  	83777	  	34270
						
	2  	  	Munsingwear	  	PEI	  	Albania	  	74	  	4916
						
	3  	  	Penguin Design (Dressed)	  	PEI	  	Albania	  	76	  	4918
						
	4  	  	Grand Slam	  	PEI	  	Albania	  	71	  	4913
						
	5  	  	Penguin	  	PEI	  	Albania	  	75	  	4917
						
	6  	  	Lady Manhattan	  	PEI	  	Algeria	  	940516	  	47765
						
	7  	  	Manhattan	  	PEI	  	Algeria	  	940517	  	47766
						
	8  	  	Perry Ellis	  	PEI	  	Andorra	  	16705	  	
						
	9  	  	Perry Ellis America	  	PEI	  	Andorra	  	16696	  	
						
	10	  	Perry Ellis Portfolio	  	PEI	  	Andorra	  	16697	  	
						
	11	  	Pro Player	  	PEI	  	Andorra	  		  	5551
						
	12	  	Perry Ellis	  	PEI	  	Anguilla	  		  	3223
						
	13	  	Lady Manhattan (Stylized)	  	PEI	  	Antigua & Barbuda	  	N/A	  	1136
						
	14	  	Manhattan	  	PEI	  	Antigua & Barbuda	  	N/A	  	1135

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-89










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	15	  	Textures by Natural Issue	  	PEI	  	Argentina	  	1,978,994	  	
						
	16	  	Munsingwear	  	PEI	  	Argentina	  	1788049	  	1481249
						
	17	  	Muusingwear	  	PEI	  	Argentina	  	1788050	  	1435421
						
	18	  	Munsingwear	  	PEI	  	Argentina	  	1788051	  	1435442
						
	19	  	Munsingwear	  	PEI	  	Argentina	  	1860739	  	1465094
						
	20	  	Munsingwear & Shield Design	  	PEI	  	Argentina	  	1422283	  	1306248
						
	21	  	Penguin Design (Dressed)	  	PEI	  	Argentina	  	1785121	  	1489748
						
	22	  	Penguin Design (Dressed)	  	PEI	  	Argentina	  	1785120	  	1489747
						
	23	  	Penguin Club & Design (Undressed)	  	PEI	  	Argentina	  	1846331	  	
						
	24	  	Penguin Sport and Design (Undressed Penguin)	  	PEI	  	Argentina	  	1846332	  	
						
	25	  	Grand Slam	  	PEI	  	Argentina	  	1297958	  	1391306
						
	26	  	Penguin	  	PEI	  	Argentina	  	1791066	  	
						
	27	  	Penguin	  	PEI	  	Argentina	  	1791067	  	
						
	28	  	Munsingwear & Penguin Design (Dressed)	  	PEI	  	Argentina	  	1388338	  	1422656
						
	29	  	Munsingwear Since 1886 and Kangaroo Design	  	PEI	  	Argentina	  	1830851	  	

 PEI=Perry Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-90










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	30	  	Grand Slam & Design	  	PEI	  	Argentina	  	1818612	  	1469615
						
	31	  	Perry Ellis	  	PEI	  	Argentina	  	1651939	  	1,741,078
						
	32	  	Manhattan	  	PEI	  	Argentina	  	1940057	  	1563415
						
	33	  	Lady Manhattan	  	PEI	  	Argentina	  	1743751	  	1412668
						
	34	  	Lady Manhattan	  	PEI	  	Argentina	  	1872345	  	1412667
						
	35	  	Manhattan	  	PEI	  	Argentina	  	1930800	  	1545682
						
	36	  	Manhattan	  	PEI	  	Argentina	  		  	1606551
						
	37	  	Manhattan	  	PEI	  	Argentina	  	1872344	  	1497979
						
	38	  	Manhattan	  	PEI	  	Argentina	  		  	1606550
						
	39	  	Manhattan International	  	PEI	  	Argentina	  	1810821	  	1451710
						
	40	  	Lady Manhattan	  	PEI	  	Argentina	  		  	1497980
						
	41	  	Manhattan	  	PEI	  	Argentina	  	1810822	  	1451711
						
	42	  	Pro Player	  	PEI	  	Argentina	  	2,112,053	  	1,720,959
						
	43	  	Munsingwear	  	PEI	  	Aruba	  	881702714	  	13892
						
	44	  	Cotton Classics By Munsingwear	  	PEI	  	Aruba	  	88102716	  	13894

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-91










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	45	  	Penguin Design (Dressed)	  	PEI	  	Aruba	  	88102717	  	13895
						
	46	  	Grand Slam	  	PEI	  	Aruba	  	88102718	  	13896
						
	47	  	Munsingwear Slammers Boys & Design	  	PEI	  	Aruba	  	88102713	  	13891
						
	48	  	Perry Ellis	  	PEI	  	Aruba	  	93112613	  	16501
						
	49	  	Perry Ellis Portfolio	  	PEI	  	Aruba	  	93112615	  	16503
						
	50	  	Perry Ellis	  	PEI	  	Aruba	  		  	20642
						
	51	  	Natural Issue	  	PEI	  	Australia	  	647,727	  	647,727
						
	52	  	Textures By Natural Issue	  	PEI	  	Australia	  	662,188	  	662,188
						
	53	  	Lady Manhattan	  	PEI	  	Australia	  	256114	  	A265114
						
	54	  	John Henry	  	PEI	  	Australia	  	344584	  	B344584
						
	55	  	Perry Ellis Portfolio	  	PEI	  	Australia	  	800516	  	800516
						
	56	  	Pro Player	  	PEI	  	Australia	  	553,088	  	B553088
						
	57	  	Textures By Natural Issue	  	PEI	  	Austria	  	2994/95	  	159,890
						
	58	  	Natural Issue	  	PEI	  	Austria	  	2357/95	  	162,134
						
	59	  	Munsing Wear	  	PEI	  	Austria	  	15750	  	19812

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-92










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	60	  	Cotton Classics By Munsingwear	  	PEI	  	Austria	  	178680	  	95504
						
	61	  	Penguin Design (Dressed)	  	PEI	  	Austria	  	180172	  	73352
						
	62	  	Grand Slam	  	PEI	  	Austria	  	180072	  	73351
						
	63	  	Manhattan	  	PEI	  	Austria	  	2631/64	  	57133
						
	64	  	Perry Ellis	  	PEI	  	Azerbaijan	  	994728/3	  	2000 0873
						
	65	  	Perry Ellis Portfolio	  	PEI	  	Bahamas	  	16156	  	16156
						
	66	  	Perry Ellis Portfolio	  	PEI	  	Bahamas	  	16157	  	16157
						
	67	  	Manhattan	  	PEI	  	Bahamas	  	5352	  	5352
						
	68	  	Lady Manhattan	  	PEI	  	Bahamas	  	5313	  	5313
						
	69	  	Perry Ellis	  	PEI	  	Bahamas	  	22,126	  	
						
	70	  	Penguin Design (Dressed)	  	PEI	  	Bahamas	  	8766	  	
						
	71	  	Penguin Design (Undressed)	  	PEI	  	Bahamas	  	8773	  	
						
	72	  	Penguin Design (Undressed)	  	PEI	  	Bahamas	  	8776	  	
						
	73	  	Penguin Sport	  	PEI	  	Bahamas	  	23959	  	
						
	74	  	Penguin Sport	  	PEI	  	Bahamas	  	23960	  	

 PEI=Perry Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-93










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	75	  	Munsingwear	  	PEI	  	Bahamas	  	23961	  	
						
	76	  	Munsingwear	  	PEI	  	Bahamas	  	23962	  	
						
	77	  	Grand Slam	  	PEI	  	Bahamas	  	23957	  	
						
	78	  	Grand Slam	  	PEI	  	Bahamas	  	23958	  	
						
	79	  	Penguin Design (Dressed)	  	PEI	  	Bahamas	  	8753	  	
						
	80	  	Munsingwear	  	PEI	  	Bahrain	  		  	3334
						
	81	  	Penguin Design (Dressed)	  	PEI	  	Bahrain	  		  	3335
						
	82	  	Grand Slam	  	PEI	  	Bahrain	  		  	TM3400
						
	83	  	Perry Ellis Portfolio	  	PEI	  	Bahrain	  	1538/99	  	
						
	84	  	Perry Ellis Portfolio	  	PEI	  	Bangladesh	  	61530	  	
						
	85	  	Lady Manhattan	  	PEI	  	Barbados	  		  	2996
						
	86	  	Manhattan	  	PEI	  	Barbados	  	N/A	  	81/4606
						
	87	  	Munsingwear	  	PEI	  	Belize	  		  	4363
						
	88	  	Penguin Design (Dressed)	  	PEI	  	Belize	  		  	6273
						
	89	  	Natural Issue	  	PEI	  	Benelux	  	847,072	  	575,177
						
	90	  	Textures by Natural Issue	  	PEI	  	Benelux	  	848,978	  	577,856

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-94










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	91	  	Munsingwear	  	PEI	  	Benelux	  	593,876	  	314220
						
	92	  	Cotton Classics By Munsingwear	  	PEI	  	Benelux	  	637,117	  	368145
						
	93	  	Penguin Design (Dressed)	  	PEI	  	Benelux	  	592,527	  	311786
						
	94	  	Penguin Club & Design (Undressed)	  	PEI	  	Benelux	  	778,741	  	513588
						
	95	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	Benelux	  	778,744	  	513008
						
	96	  	Grand Slam	  	PEI	  	Benelux	  	592,528	  	311787
						
	97	  	Perry Ellis Portfolio	  	PEI	  	Benelux	  	692304	  	427037
						
	98	  	Manhattan and Design	  	PEI	  	Benelux	  	664405	  	398088
						
	99	  	Manhattan	  	PEI	  	Benelux	  	501186	  	522
						
	100	  	John Henry	  	PEI	  	Benelux	  	620735	  	348385
						
	 101
	  	Manhattan Stylized	  	PEI	  	Benelux	  	501187	  	523
						
	102	  	Mondo di Marco & Design	  	PEI	  	Benelux	  		  	549,299
						
	103	  	Penguin Sport	  	PEI	  	Bermuda	  	33240	  	
						
	104	  	Penguin Sport	  	PEI	  	Bermuda	  	33241	  	
						
	105	  	Munsingwear	  	PEI	  	Bermuda	  	33346	  	

 PEI=Perry Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-95










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	106	  	Grand Slam	  	PEI	  	Bermuda	  	33347	  	
						
	107	  	Penguin Design (Dressed)	  	PEI	  	Bermuda	  	33348	  	
						
	108	  	Penguin Design (Undressed)	  	PEI	  	Bermuda	  	33349	  	
						
	109	  	Penguin Design (Undressed)	  	PEI	  	Bermuda	  	33350	  	
						
	110	  	Munsingwear	  	PEI	  	Bermuda	  		  	9690
						
	111	  	Penguin Design (Dressed)	  	PEI	  	Bermuda	  		  	20414
						
	112	  	Grand Slam	  	PEI	  	Bermuda	  		  	20415
						
	113	  	Perry Ellis	  	PEI	  	Bermuda	  	25858	  	
						
	114	  	Perry Ellis	  	PEI	  	Bermuda	  	25863	  	25863
						
	115	  	Perry Ellis Portfolio	  	PEI	  	Bermuda	  	25860	  	
						
	116	  	Perry Ellis Portfolio	  	PEI	  	Bermuda	  	25861	  	
						
	117	  	Perry Ellis	  	PEI	  	Bermuda	  	30957	  	
						
	118	  	Munsingwear	  	PEI	  	Bolivia	  		  	40874A
						
	119	  	Munsingwear	  	PEI	  	Bolivia	  		  	41766A
						
	120	  	Munsingwear	  	PEI	  	Bolivia	  		  	41768A
						
	121	  	Munsingwear	  	PEI	  	Bolivia	  		  	41767A

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-96










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	122	  	Penguin Sport	  	PEI	  	Bolivia	  	24570	  	SM3890/SM3889
						
	123	  	Penguin Design (Dressed)	  	PEI	  	Bolivia	  		  	40875A
						
	124	  	Grand Slam	  	PEI	  	Bolivia	  		  	40876A
						
	125	  	Manhattan	  	PEI	  	Bolivia	  		  	56322-A
						
	126	  	Manhattan	  	PEI	  	Bolivia	  		  	56321-A
						
	127	  	John Henry	  	PEI	  	Bolivia	  		  	38330
						
	128	  	Lady Manhattan & Design	  	PEI	  	Bolivia	  	52985	  	
						
	129	  	Manhattan	  	PEI	  	Bolivia	  	52988	  	
						
	130	  	Manhattan (New Logo)	  	PEI	  	Bolivia	  	52986	  	
						
	131	  	Lady Manhattan (stylized)	  	PEI	  	Bolivia	  	52987	  	
						
	132	  	Perry Ellis Portfolio	  	PEI	  	Bolivia	  		  	80729
						
	133	  	Manhattan Club	  	PEI	  	Bolivia	  		  	
						
	134	  	Munsingwear	  	PEI	  	Bophuthatswana	  		  	55223
						
	135	  	Munsingwear	  	PEI	  	Bophuthatswana	  		  	830933
						
	136	  	Cotton Classics By Munsingwear & Design	  	PEI	  	Bophuthatswana	  		  	800761

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-97










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	137	  	Penguin Design (Dressed)	  	PEI	  	Bophuthatswana	  	891363	  	
						
	138	  	Penguin Design (Dressed)	  	PEI	  	Bophuthatswana	  		  	714045
						
	139	  	Penguin Design (Dressed)	  	PEI	  	Bophuthatswana	  		  	830911
						
	140	  	Grand Slam	  	PEI	  	Bophuthatswana	  	901050	  	
						
	141	  	Manhattan	  	PEI	  	Bophuthatswana	  	85/0816	  	85/0816
						
	142	  	Pro Player	  	PEI	  	Bosnia & Herzegovina	  	971554A	  	
						
	143	  	Munsingwear	  	PEI	  	Botswana	  	631472	  	3908
						
	144	  	Munsingwear	  	PEI	  	Botswana	  	812206	  	7864
						
	145	  	Cotton Classics By Munsingwear & Design	  	PEI	  	Botswana	  	793574	  	6998
						
	146	  	Penguin Design (Dressed)	  	PEI	  	Botswana	  	714045	  	3909
						
	147	  	Penguin Design (Dressed)	  	PEI	  	Botswana	  	812207	  	7865
						
	148	  	Grand Slam	  	PEI	  	Botswana	  	62/0026	  	3907
						
	149	  	Lady Manhattan	  	PEI	  	Botswana	  		  	S.A.1177
						
	150	  	Manhattan	  	PEI	  	Botswana	  		  	S.A. 1075
						
	151	  	Natural Issue	  	PEI	  	Brazil	  	819390003	  	819390003

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-98










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	152	  	Munsingwear	  	PEI	  	Brazil	  		  	002317591
						
	153	  	Munsingwar Grand Slam Penguin Design (Dressed)	  	PEI	  	Brazil	  		  	7206305
						
	154	  	Penguin Design (Dressed)	  	PEI	  	Brazil	  	007187/76	  	760071870
						
	155	  	Grand Slam	  	PEI	  	Brazil	  		  	811062201
						
	156	  	M Munsingwear & Penguin Design (Dressed)	  	PEI	  	Brazil	  		  	006667031
						
	157	  	Munsingwear & Kangaroo Design	  	PEI	  	Brazil	  	816873070	  	816873070
						
	158	  	Cotton Classics & Penguin (Dressed)	  	PEI	  	Brazil	  	818852836	  	815065078
						
	159	  	Grand Slam & Design	  	PEI	  	Brazil	  	1277779	  	790127776
						
	160	  	Perry Ellis America & Eagle Design	  	PEI	  	Brazil	  	818990015	  	818990015
						
	161	  	Perry Ellis	  	PEI	  	Brazil	  	818990007	  	818990007
						
	162	  	Perry Ellis Portfolio	  	PEI	  	Brazil	  	822007860	  	
						
	163	  	Penguin Sport	  	PEI	  	British Virgin Islands	  		  	3682
						
	164	  	Penguin Design (Dressed)	  	PEI	  	British Virgin Islands	  	3002	  	3002
						
	165	  	Grand Slam	  	PEI	  	British Virgin Islands	  	3001	  	3001

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-99










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	166	  	America Perry Ellis Design	  	PEI	  	British Virgin Islands	  		  	2707
						
	167	  	Perry Ellis Portfolio	  	PEI	  	British Virgin Islands	  		  	2706
						
	168	  	Munsingwear	  	PEI	  	Bulgaria	  		  	19063
						
	169	  	Penguin Design (Dressed)	  	PEI	  	Bulgaria	  	•	  	19062
						
	170	  	Lady Manhattan	  	PEI	  	Bulgaria	  		  	4330
						
	171	  	Manhattan	  	PEI	  	Bulgaria	  		  	4372
						
	172	  	Penguin Sport	  	PEI	  	Cambodia (Kampuchea)	  	14523/00	  	KH014314/01
						
	173	  	Munsingwear	  	PEI	  	Cambodia (Kampuchea)	  	3189	  	3187
						
	174	  	Penguin Design (Dressed)	  	PEI	  	Cambodia (Kampuchea)	  	3190	  	3188
						
	175	  	Grand Slam	  	PEI	  	Cambodia (Kampuchea)	  	3188	  	3186
						
	176	  	Natural Issue	  	PEI	  	Canada	  	738,679	  	489,466
						
	177	  	Natural Issue & Design	  	PEI	  	Canada	  	797,875	  	476,223
						
	178	  	Natural Issue	  	PEI	  	Canada	  	785,103	  	476,947
						
	179	  	Munsing Wear	  	PEI	  	Canada	  	104,104	  	28,736

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-100










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	180	  	Munsingwear	  	PEI	  	Canada	  	455,413	  	290,858
						
	181	  	Penguin Design (Dressed)	  	PEI	  	Canada	  	409,089	  	261,104
						
	182	  	Penguin Design (Dressed)	  	PEI	  	Canada	  	545,546	  	437,151
						
	183	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	Canada	  	696,757	  	490,401
						
	184	  	Grand Slam	  	PEI	  	Canada	  	248,960	  	119,303
						
	185	  	Grand Slam	  	PEI	  	Canada	  	507,361	  	325,174
						
	186	  	Perry Ellis	  	PEI	  	Canada	  	734,120	  	
						
	187	  	Perry Ellis Portfolio	  	PEI	  	Canada	  	672,031	  	422,493
						
	188	  	Perry Ellis America & Eagle Design	  	PEI	  	Canada	  	661,360	  	404,459
						
	189	  	Perry Ellis America & Flag Design	  	PEI	  	Canada	  	885,314	  	535,446
						
	190	  	Lady Manhattan	  	PEI	  	Canada	  	240,960	  	108,836
						
	191	  	Manhattan	  	PEI	  	Canada	  	107,963	  	30,682
						
	192	  	Manhattan	  	PEI	  	Canada	  	75,454	  	17,004
						
	193	  	John Henry	  	PEI	  	Canada	  	379,941	  	211,097
						
	194	  	Manhattan	  	PEI	  	Canada	  	72,644	  	16,905

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-101










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	195	  	Perry Ellis Portfolio	  	PEI	  	Canada	  	1,022,925	  	
						
	196	  	Perry Ellis Portfolio	  	PEI	  	Canada	  	1,036,084	  	
						
	197	  	Pro Player & Design	  	PEI	  	Canada	  	681,401	  	404,013
						
	198	  	Perry Ellis	  	PEI	  	Canada	  	1,083,250	  	
						
	199	  	Mondo di Marco & Design	  	PEI	  	Canada	  	661,724	  	386,264
						
	200	  	John Henry	  	PEI	  	Canada	  	1,114,805	  	
						
	201	  	Tribute	  	PEI	  	Canada	  	1,089,116	  	
						
	202	  	Natural Issue	  	PEI	  	Canada	  	715,535	  	417,497
						
	203	  	Pingouin	  	PEI	  	Canada	  	856,043	  	520,420
						
	204	  	Pingouin Design	  	PEI	  	Canada	  	856,041	  	317,618
						
	205	  	Perry Ellis	  	PEI	  	Canada	  	849,730	  	513,178
						
	206	  	Perry Ellis America	  	PEI	  	Canada	  	849,729	  	511,045
						
	207	  	Cotton Mill	  	PEI	  	Canada	  	793,407	  	501,803
						
	208	  	Perry Ellis	  	PEI	  	Canada	  	784,019	  	460,157
						
	209	  	Forge	  	PEI	  	Canada	  	764,877	  	451,932
						
	210	  	360° and design	  	PEI	  	Canada	  	725,409	  	431,157

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-102










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	211	  	Perry Ellis	  	PEI	  	Canada	  	725,057	  	451,446
						
	212	  	Perry Ellis	  	PEI	  	Canada	  	719,384	  	460,372
						
	213	  	Natural Issue	  	PEI	  	Canada	  	715,535	  	417,497
						
	214	  	Tempo Libero & Design	  	PEI	  	Canada	  	699,611	  	410,922
						
	215	  	Tempo Libero & Design	  	PEI	  	Canada	  	699,609	  	410,921
						
	216	  	Portfolio	  	PEI	  	Canada	  	698,113	  	462,052
						
	217	  	Viva Seta & Design	  	PEI	  	Canada	  	690,660	  	413,961
						
	218	  	Perry Ellis America	  	PEI	  	Canada	  	678,459	  	422,502
						
	219	  	The Northwestern Knitting Company	  	PEI	  	Canada	  	676,797	  	418,805
						
	220	  	Kangaroo Design	  	PEI	  	Canada	  	674,456	  	464,111
						
	221	  	Perry Ellis & Design	  	PEI	  	Canada	  	672,033	  	434,604
						
	222	  	Sogno & Design	  	PEI	  	Canada	  	667,922	  	419,093
						
	223	  	Perry Ellis & Design	  	PEI	  	Canada	  	661,358	  	437,051
						
	224	  	Perry Ellis	  	PEI	  	Canada	  	653,885	  	435,457
						
	225	  	Perry Ellis	  	PEI	  	Canada	  	612,182	  	401,805

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-103










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	226	  	Mario Bellucci	  	PEI	  	Canada	  	598,176	  	372,926
						
	227	  	Feldini	  	PEI	  	Canada	  	598,170	  	356,290
						
	228	  	Peters & Ashley	  	PEI	  	Canada	  	588,505	  	355,280
						
	229	  	The Northwestern Knitting Company & Design	  	PEI	  	Canada	  	575,993	  	391,888
						
	230	  	Portfolio - Perry Ellis	  	PEI	  	Canada	  	573,504	  	377,403
						
	231	  	Kangaroo	  	PEI	  	Canada	  	527,549	  	306,450
						
	232	  	Slammer & Design	  	PEI	  	Canada	  	525,323	  	304,931
						
	233	  	Slammer USA & Design	  	PEI	  	Canada	  	517,214	  	303,270
						
	234	  	Perry Ellis	  	PEI	  	Canada	  	489,993	  	342,733
						
	235	  	Slammer	  	PEI	  	Canada	  	480,321	  	303,365
						
	236	  	Slammer & Design	  	PEI	  	Canada	  	463,321	  	308,712
						
	237	  	Slammer	  	PEI	  	Canada	  	463,320	  	297,993
						
	238	  	Golden Needle	  	PEI	  	Canada	  	234,254	  	111,632
						
	239	  	Munsingwear	  	PEI	  	Chile	  	160863	  	364752
						
	240	  	Penguin Design (Dressed)	  	PEI	  	Chile	  	97267	  	386365

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-104










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	241	  	Grand Slam	  	PEI	  	Chile	  		  	490,185
						
	242	  	Munsingwear & Penguin Design (Dressed)	  	PEI	  	Chile	  	498.843	  	360.069
						
	243	  	Perry Ellis & Signature Design	  	PEI	  	Chile	  	111562	  	545290
						
	244	  	Manhattan	  	PEI	  	Chile	  	248111	  	415915
						
	245	  	Manhattan	  	PEI	  	Chile	  	268770	  	426535
						
	246	  	John Henry By Manhattan	  	PEI	  	Chile	  	239922	  	409023
						
	247	  	John Henry, Jr.	  	PEI	  	Chile	  	225138	  	403889
						
	248	  	John Henry	  	PEI	  	Chile	  	216046	  	400487
						
	249	  	Manhattan	  	PEI	  	Chile	  	209718	  	394995
						
	250	  	Manhattan	  	PEI	  	Chile	  	209717	  	394994
						
	251	  	Manhattan	  	PEI	  	Chile	  	305483	  	447271
						
	252	  	Manhattan	  	PEI	  	Chile	  		  	447270
						
	253	  	Manhattan	  	PEI	  	Chile	  	268771	  	426536
						
	254	  	Manhattan	  	PEI	  	Chile	  	268772	  	426537
						
	255	  	Manhattan	  	PEI	  	Chile	  	268773	  	426538

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-105










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	256	  	Perry Ellis Portfolio	  	PEI	  	Chile	  	455,817	  	558.354
						
	257	  	Perry Ellis Portfolio	  	PEI	  	Chile	  	485,563	  	
						
	258	  	Perry Ellis America	  	PEI	  	Chile	  	485,564	  	
						
	259	  	Natural Issue	  	PEI	  	China (People’s Republic Of)	  	94086815	  	867,731
						
	260	  	Perry Ellis Portfolio	  	PEI	  	China (People’s Republic Of)	  	94082980	  	867786
						
	261	  	John Henry	  	PEI	  	China (People’s Republic Of)	  	28873	  	248947
						
	262	  	Lady Manhattan (Stylized)	  	PEI	  	China (People’s Republic Of)	  	1130	  	237337
						
	263	  	Manhattan & Two Triangle Logo	  	PEI	  	China (People’s Republic Of)	  	1132	  	237335
						
	264	  	Manhattan	  	PEI	  	China (People’s Republic Of)	  	1133	  	237336
						
	265	  	Manhattan in Chinese (Transliteration)	  	PEI	  	China (People’s Republic Of)	  	95051069	  	933590
						
	266	  	Perry Ellis Portfolio	  	PEI	  	China (People’s Republic Of)	  	9900107440	  	1496433
						
	267	  	Perry Ellis	  	PEI	  	China (People’s Republic Of)	  	9900107441	  	1496434
						
	268	  	Mondo di Marco & Design	  	PEI	  	China (People’s Republic Of)	  		  	783,770

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-106










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	269	  	Penguin Sport	  	PEI	  	Colombia	  		  	
						
	270	  	Natural Issue	  	PEI	  	Colombia	  	92-361822	  	153,620
						
	271	  	Textures By Natural Issue	  	PEI	  	Colombia	  	9522693	  	179,714
						
	272	  	Munsingwear	  	PEI	  	Colombia	  	95018133	  	203,901
						
	273	  	Penguin Design (Dressed)	  	PEI	  	Colombia	  	330229	  	
						
	274	  	Grand Slam	  	PEI	  	Colombia	  		  	83808
						
	275	  	Munsingwear & Penguin Design (Dressed)	  	PEI	  	Colombia	  		  	91657
						
	276	  	Perry Ellis	  	PEI	  	Colombia	  	285948	  	134193
						
	277	  	Perry Ellis America	  	PEI	  	Colombia	  	422599	  	161476
						
	278	  	Perry Ellis	  	PEI	  	Colombia	  	014249	  	165964
						
	279	  	Perry Ellis America	  	PEI	  	Colombia	  	014248	  	165965
						
	280	  	Perry Ellis America	  	PEI	  	Colombia	  	422595	  	161369
						
	281	  	Perry Ellis America	  	PEI	  	Colombia	  	422593	  	217593
						
	282	  	Perry Ellis Portfolio	  	PEI	  	Colombia	  	422954	  	158584
						
	283	  	Perry Ellis Portfolio	  	PEI	  	Colombia	  	422949	  	223.080

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-107










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
 [SERIAL] NO.
	  	 REGISTRATION NO.

	284	  	Perry Ellis	  	PEI	  	Colombia	  	236065	  	207803
						
	285	  	Perry Ellis America & Eagle Design	  	PEI	  	Colombia	  	95061183	  	186533
						
	286	  	John Henry	  	PEI	  	Colombia	  	261101	  	214753
						
	287	  	Manhattan	  	PEI	  	Colombia	  		  	81282
						
	288	  	Manhattan	  	PEI	  	Colombia	  		  	81283
						
	289	  	Manhattan	  	PEI	  	Colombia	  	59474	  	42608
						
	290	  	Manhattan	  	PEI	  	Colombia	  	59474	  	42607
						
	291	  	Manhattan	  	PEI	  	Colombia	  	59474	  	42606
						
	292	  	Manhattan	  	PEI	  	Colombia	  		  	7056
						
	293	  	Manhattan	  	PEI	  	Colombia	  		  	7056A
						
	294	  	Manhattan	  	PEI	  	Colombia	  		  	13693
						
	295	  	Perry Ellis Portfolio	  	PEI	  	Colombia	  		  	228,624
						
	296	  	Perry Ellis Portfolio	  	PEI	  	Colombia	  	045511	  	
						
	297	  	Mondo di Marco & Design	  	PEI	  	Colombia	  		  	201,610
						
	298	  	Penguin Sport	  	PEI	  	Colombia	  	01047264	  	

 PEI=Perry Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-108










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
 [SERIAL] NO.
	  	 REGISTRATION NO.

	299	  	Natural Issue	  	PEI	  	Costa Rica	  	92,065	  	92,065
						
	300	  	Textures By Natural Issue	  	PEI	  	Costa Rica	  	0292	  	95,942
						
	301	  	Munsingwear	  	PEI	  	Costa Rica	  		  	87791
						
	302	  	Munsingwear & Shield Design	  	PEI	  	Costa Rica	  		  	11235
						
	303	  	Penguin Design (Dressed)	  	PEI	  	Costa Rica	  	35095	  	44590
						
	304	  	Grand Slam	  	PEI	  	Costa Rica	  	40551	  	49056
						
	305	  	Penguin	  	PEI	  	Costa Rica	  	35094	  	44589
						
	306	  	Perry Ellis Portfolio	  	PEI	  	Costa Rica	  	None Assigned	  	87245
						
	307	  	Perry Ellis	  	PEI	  	Costa Rica	  		  	69539
						
	308	  	Perry Ellis	  	PEI	  	Costa Rica	  	None Assigned	  	87237
						
	309	  	Perry Ellis	  	PEI	  	Costa Rica	  	None Assigned	  	87244
						
	310	  	Perry Ellis America	  	PEI	  	Costa Rica	  	None Assigned	  	87232
						
	311	  	Perry Ellis America	  	PEI	  	Costa Rica	  	None Assigned	  	87243
						
	312	  	Perry Ellis Portfolio	  	PEI	  	Costa Rica	  	None Assigned	  	87236
						
	313	  	John Henry	  	PEI	  	Costa Rica	  		  	47956
						
	314	  	Lady Manhattan	  	PEI	  	Costa Rica	  	N/A	  	24417

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-109










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
 [SERIAL] NO.
	  	 REGISTRATION NO.

	315	  	Manhattan	  	PEI	  	Costa Rica	  	5247	  	5247
						
	316	  	Penguin Sport	  	PEI	  	Costa Rica	  		  	
						
	317	  	Pro Player	  	PEI	  	Croatia	  	961115A	  	Z961115A
						
	318	  	Manhattan	  	PEI	  	Cuba	  	215794	  	111344
						
	319	  	Manhattan	  	PEI	  	Cuba	  	N/A	  	41374
						
	320	  	Perry Ellis	  	PEI	  	Cuba	  	2000-1387	  	
						
	321	  	Perry Ellis Portfolio	  	PEI	  	Cuba	  	2000-1680	  	
						
	322	  	Perry Ellis America	  	PEI	  	Cuba	  	2000-1988	  	
						
	323	  	John Henry	  	PEI	  	Cuba	  	2000-1389	  	
						
	324	  	Manhattan	  	PEI	  	Cuba	  	2000-1390	  	
						
	325	  	Munsingwear	  	PEI	  	Cuba	  	2000-1394	  	
						
	326	  	Grand Slam	  	PEI	  	Cuba	  	2000-1395	  	
						
	327	  	Penguin Sport	  	PEI	  	Cuba	  	2000-1396	  	
						
	328	  	Natural Issue	  	PEI	  	Cuba	  	2000-1399	  	
						
	329	  	Crossings	  	PEI	  	Cuba	  	2000-1400	  	
						
	330	  	Lady Manhattan	  	PEI	  	Cyprus	  	10984	  	B10984

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-110










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
 [SERIAL] NO.
	  	 REGISTRATION NO.

	331	  	Manhattan	  	PEI	  	Cyprus	  	N/A	  	B1255
						
	332	  	Perry Ellis	  	PEI	  	Cyprus	  	54196	  	
						
	333	  	Lady Manhattan	  	PEI	  	 Cyprus (Turkish

Federated State Of)
	  	369	  	B369
						
	334	  	Munsing Wear	  	PEI	  	Czech Republic	  	25,331	  	101507
						
	335	  	Penguin Design (Dressed)	  	PEI	  	Czech Republic	  	45,780	  	160750
						
	336	  	Grand Slam	  	PEI	  	Czech Republic	  	54,493	  	166648
						
	337	  	Perry Ellis	  	PEI	  	Czech Republic	  	146016	  	230083
						
	338	  	Perry Ellis Portfolio	  	PEI	  	Czech Republic	  	146015	  	230082
						
	339	  	Munsing Wear	  	PEI	  	Denmark	  		  	161955
						
	340	  	Penguin Design (Dressed)	  	PEI	  	Denmark	  	85671	  	112674
						
	341	  	Grand Slam	  	PEI	  	Denmark	  	238272	  	038173
						
	342	  	Perry Ellis	  	PEI	  	Denmark	  	450392	  	1048892
						
	343	  	360° Perry Ellis	  	PEI	  	Denmark	  	533993	  	866393
						
	344	  	Lady Manhattan	  	PEI	  	Denmark	  		  	159260
						
	345	  	Manhattan	  	PEI	  	Denmark	  		  	113355

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-111










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	346	  	Perry Ellis Portfolio	  	PEI	  	Dominica	  	None Assigned	  	12/94
						
	347	  	Natural Issue	  	PEI	  	Dominican Republic	  	31,148	  	84,254
						
	348	  	Munsingwear	  	PEI	  	Dominican Republic	  		  	1052
						
	349	  	Grand Slam	  	PEI	  	Dominican Republic	  		  	25803
						
	350	  	Penguin Design	  	PEI	  	Dominican Republic	  		  	25782
						
	351	  	Perry Ellis Portfolio	  	PEI	  	Dominican Republic	  	None assigned	  	71095
						
	352	  	Perry Ellis Portfolio	  	PEI	  	Dominican Republic	  	None assigned	  	71115
						
	353	  	Manhattan Industries, Inc.	  	PEI	  	Dominican Republic	  		  	3078
						
	354	  	Manhattan	  	PEI	  	Dominican Republic	  		  	4141
						
	355	  	John Henry	  	PEI	  	Dominican Republic	  		  	26389
						
	356	  	Lady Manhattan	  	PEI	  	Dominican Republic	  	N/A	  	21483
						
	357	  	Perry Ellis Portfolio	  	PEI	  	Dominican Republic	  		  	0108901
						
	358	  	Perry Ellis	  	PEI	  	Dominican Republic	  		  	0108900

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-112










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	 	 APPLICATION
 [SERIAL] NO.
	  	 REGISTRATION NO.

	359	  	Perry Ellis Portfolio	  	PEI	  	Dominican Republic	 		  	0108827
						
	360	  	Perry Ellis	  	PEI	  	Dominican Republic	 		  	0108828
						
	361	  	Penguin Sport	  	PEI	  	Dominican Republic	 	553765	  	0123765
						
	362	  	Natural Issue	  	PEI	  	Dominican Republic	 	67,289	  	2685-99
						
	363	  	Munsingwear & Shield Design	  	PEI	  	Dominican Republic	 		  	923
						
	364	  	Penguin Design (Dressed)	  	PEI	  	Dominican Republic	 		  	258
						
	365	  	Grand Slam	  	PEI	  	Dominican Republic	 		  	959
						
	366	  	Manhattan	  	PEI	  	Dominican Republic	 		  	1567-92
						
	367	  	John Henry	  	PEI	  	Dominican Republic	 	N/A	  	0001-2000
						
	368	  	Lady Manhattan	  	PEI	  	Dominican Republic	 		  	988-85
						
	369	  	Perry Ellis Portfolio	  	PEI	  	Dominican Republic	 		  	4884-00
						
	370	  	Penguin Sport	  	PEI	  	Dominican Republic	 		  	
						
	371	  	Munsingwear	  	PEI	  	Egypt	 		  	57606

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-113










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
 [SERIAL] NO.
	  	 REGISTRATION NO.

	372	  	Munsingwear & Shield Design	  	PEI	  	Egypt	  		  	39
						
	373	  	Penguin Design (Dressed)	  	PEI	  	Egypt	  		  	53158
						
	374	  	Grand Slam	  	PEI	  	Egypt	  		  	53156
						
	375	  	Lady Manhattan Stylized	  	PEI	  	Egypt	  	44033	  	44033
						
	376	  	John Henry	  	PEI	  	Egypt	  	80761	  	80761
						
	377	  	Manhattan Stylized	  	PEI	  	Egypt	  	35359	  	35359
						
	378	  	Perry Ellis Portfolio	  	PEI	  	Egypt	  	125,466	  	
						
	379	  	Perry Ellis	  	PEI	  	Egypt	  	125,465	  	
						
	380	  	Perry Ellis Portfolio	  	PEI	  	El Salvador	  	5117-99	  	201 Book 129
						
	381	  	Natural Issue	  	PEI	  	El Salvador	  	975/96	  	
						
	382	  	Munsingwear	  	PEI	  	El Salvador	  	014538-01	  	172
						
	383	  	Penguin Design (Dressed)	  	PEI	  	El Salvador	  		  	181Book3
						
	384	  	Grand Slam	  	PEI	  	El Salvador	  		  	43
						
	385	  	Penguin	  	PEI	  	El Salvador	  		  	173Book3
						
	386	  	Perry Ellis Portfolio	  	PEI	  	El Salvador	  	247/94	  	08 Book 64
						
	387	  	Perry Ellis Portfolio	  	PEI	  	El Salvador	  	248/94	  	135/43

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-114










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
 [SERIAL] NO.
	  	 REGISTRATION NO.

	388	  	Manhattan	  	PEI	  	El Salvador	  		  	52
						
	389	  	John Henry	  	PEI	  	El Salvador	  		  	89/78
						
	390	  	Manhattan	  	PEI	  	El Salvador	  	N/A	  	53
						
	391	  	Perry Ellis Portfolio	  	PEI	  	El Salvador	  		  	
						
	392	  	Penguin Sport	  	PEI	  	El Salvador	  	2001-19340	  	
						
	393	  	Perry Ellis Portfolio	  	PEI	  	Estonia	  	9,901,365	  	32678
						
	394	  	Perry Ellis	  	PEI	  	European Union	  	2219574	  	
						
	395	  	Perry Ellis America	  	PEI	  	European Union	  	2219632	  	
						
	396	  	Perry Ellis Portfolio	  	PEI	  	European Union	  	2219608	  	
						
	397	  	Natural Issue	  	PEI	  	European Union	  	63,933	  	63,933
						
	398	  	Grand Slam	  	PEI	  	European Union	  	518,191	  	518,191
						
	399	  	Munsingwear	  	PEI	  	European Union	  	518,225	  	518,225
						
	400	  	Penguin Design	  	PEI	  	European Union	  	522,870	  	522,870
						
	401	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	European Union	  	522,888	  	522,888
						
	402	  	Crossings	  	PEI	  	European Union	  	918,201	  	

 PEI=Perry Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-115










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
 [SERIAL] NO.
	  	 REGISTRATION NO.

	403	  	Perry Ellis America & Flag Design	  	PEI	  	European Union	  	885814	  	885814
						
	404	  	John Henry	  	PEI	  	European Union	  	241422	  	241422
						
	405	  	Lady Manhattan	  	PEI	  	European Union	  	240309	  	240309
						
	406	  	Manhattan Eyewear	  	PEI	  	European Union	  	931535	  	931535
						
	407	  	Perry Ellis Portfolio	  	PEI	  	European Union	  	1,239,987	  	1239987
						
	408	  	Mondo di Marco & Design	  	PEI	  	European Union	  		  	00436394
						
	409	  	Kangaroo Design	  	PEI	  	European Union	  	518209	  	518209
						
	410	  	Munsingwear	  	PEI	  	Finland	  		  	3845
						
	411	  	Penguin Design (Dressed)	  	PEI	  	Finland	  	191280	  	88436
						
	412	  	Grand Slam	  	PEI	  	Finland	  	191380	  	89473
						
	413	  	Lady Manhattan	  	PEI	  	Finland	  	676/60	  	37285
						
	414	  	Manhattan	  	PEI	  	Finland	  	218/56	  	30566
						
	415	  	Natural Issue	  	PEI	  	France	  	95568574	  	95568574
						
	416	  	Textures By Natural Issue	  	PEI	  	France	  	95573340	  	95573340
						
	417	  	Munsingwear	  	PEI	  	France	  	222062	  	1600079

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-116










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	418	  	Cotton Classics By Munsingwear	  	PEI	  	France	  	146966	  	1650325
						
	419	  	Cotton Classics By Munsingwear	  	PEI	  	France	  	214421	  	1617460
						
	420	  	Munsingwear & Shield Design	  	PEI	  	France	  	241631	  	1619592
						
	421	  	Penguin Design (Dressed)	  	PEI	  	France	  	325714	  	1712357
						
	422	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	France	  	92400592	  	92400592
						
	423	  	Grand Slam	  	PEI	  	France	  	634426	  	1208012
						
	424	  	Crossings	  	PEI	  	France	  	965539	  	1497214
						
	425	  	Pro Player Logo	  	PEI	  	France	  	300792	  	1683638
						
	426	  	Perry Ellis	  	PEI	  	France	  	189767	  	1576625
						
	427	  	Perry Ellis America	  	PEI	  	France	  	189768	  	1576626
						
	428	  	Perry Ellis Portfolio	  	PEI	  	France	  	93494884	  	93494884
						
	429	  	Perry Ellis America & Eagle Design (solid ribbon)	  	PEI	  	France	  	161632	  	1733476
						
	430	  	Manhattan Stylized	  	PEI	  	France	  	211988	  	1593673
						
	431	  	Lady Manhattan	  	PEI	  	France	  	684774	  	1254084
						
	432	  	Lady Manhattan	  	PEI	  	France	  	889967	  	1436924

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-117










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	433	  	Manhattan (New Logo)	  	PEI	  	France	  	95591812	  	95591812
						
	434	  	Perry Ellis Portfolio	  	PEI	  	France	  	99804288	  	99804288
						
	435	  	Mondo di Marco & Design	  	PEI	  	France	  	226531	  	1603269
						
	436	  	Kangaroo Design	  	PEI	  	France	  	258716	  	1737206
						
	437	  	Kangaroo	  	PEI	  	France	  	258715	  	1737157
						
	438	  	Slammer	  	PEI	  	France	  	320290	  	1706679
						
	439	  	Penguin Club & Design	  	PEI	  	France	  	40059192	  	40059192
						
	440	  	PNB Nation	  	PEI	  	France	  	304692400	  	
						
	441	  	Perry Ellis America & Design	  	PEI	  	France	  	60156195	  	
						
	442	  	Perry Ellis	  	PEI	  	France	  	60156095	  	
						
	443	  	Perry Ellis America	  	PEI	  	France	  	49488393	  	49488393
						
	444	  	Perry Ellis	  	PEI	  	France	  	49488293	  	49488293
						
	445	  	360°	  	PEI	  	France	  	876304	  	1426400
						
	446	  	Portfolio Perry Ellis	  	PEI	  	France	  	824914	  	1380849
						
	447	  	Portfolio	  	PEI	  	France	  	824913	  	1380848

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-118










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	448	  	Penguin Design (Dressed)	  	PEI	  	 German Democratic

Republic
	  	59404	  	650275
						
	449	  	Lady Manhattan	  	PEI	  	 German Democratic

Republic
	  	42644	  	633561
						
	450	  	Munsingwear	  	PEI	  	German Federal Republic	  	4047225WZ	  	944754
						
	451	  	Penguin Design (Dressed)	  	PEI	  	German Federal Republic	  	5177925WZ	  	
						
	452	  	Penguin Club & Design (Undressed)	  	PEI	  	German Federal Republic	  	7148825WZ	  	2106206
						
	453	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	German Federal Republic	  	7148725WZ	  	
						
	454	  	Grand Slam	  	PEI	  	 German Federal

Republic
	  	3591625WZ	  	907206
						
	455	  	M Penguin By Munsingwear & Penguin Design (Dressed)	  	PEI	  	German Federal Republic	  	3286725WZ	  	934850
						
	456	  	Munsingwear & Penguin Design (Dressed)	  	PEI	  	German Federal Republic	  	4886325WZ	  	1059319
						
	457	  	Forge Munsingwear	  	PEI	  	 German Federal

Republic
	  	3280725WZ	  	885110
						
	458	  	Mondo di Marco & Design	  	PEI	  	Germany	  	6776725WZ	  	1,184,406
						
	459	  	Natural Issue	  	PEI	  	Germany	  	39517683.2	  	39517683

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-119










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	460	  	Textures By Natural Issue	  	PEI	  	Germany	  	39522377.6	  	39522377
						
	461	  	Perry Ellis	  	PEI	  	Germany	  	2942514WZ	  	1164956
						
	462	  	Perry Ellis America	  	PEI	  	Germany	  	2942414WZ	  	1164955
						
	463	  	Perry Ellis America & Eagle Design	  	PEI	  	Germany	  	2908325WZ	  	2102347
						
	464	  	Perry Ellis Portfolio	  	PEI	  	Germany	  	3479625WZ	  	1188377
						
	465	  	Manhattan Stylized	  	PEI	  	Germany	  	197453WZ	  	169087
						
	466	  	John Henry	  	PEI	  	Germany	  	718225WZ	  	973730
						
	467	  	John Henry	  	PEI	  	Germany	  	39510623.0	  	39510623
						
	468	  	Pro Player By Daniel Young	  	PEI	  	Germany	  	110025WZ	  	2,010,765
						
	469	  	Manhattan	  	PEI	  	Ghana	  	9555	  	A9555
						
	470	  	Penguin Design (Dressed)	  	PEI	  	Greece	  	59224	  	59224
						
	471	  	Penguin Club & Design (Undressed)	  	PEI	  	Greece	  	108800	  	108800
						
	472	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	Greece	  	108801	  	108801
						
	473	  	Manhattan	  	PEI	  	Greece	  	23677	  	23677
						
	474	  	Manhattan	  	PEI	  	Greece	  	27874	  	27874

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-120










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	475	  	Perry Ellis Portfolio	  	PEI	  	Greece	  	142098	  	
						
	476	  	Textures By Natural Issue	  	PEI	  	Guatemala	  	95-3858	  	
						
	 477
	  	Cotton Classics By Munsingwear & Design	  	PEI	  	Guatemala	  		  	42295
						
	 478
	  	Penguin Design (Dressed)	  	PEI	  	Guatemala	  		  	25965
						
	 479
	  	Grand Slam	  	PEI	  	Guatemala	  		  	29858
						
	 480
	  	Penguin	  	PEI	  	Guatemala	  		  	27772
						
	 481
	  	Perry Ellis	  	PEI	  	Guatemala	  	2323/88	  	59370
						
	 482
	  	Perry Ellis Portfolio	  	PEI	  	Guatemala	  	120-94	  	080867
						
	 483
	  	Perry Ellis Portfolio	  	PEI	  	Guatemala	  	122-94	  	
						
	 484
	  	Lady Manhattan	  	PEI	  	Guatemala	  	N/A	  	12928/158/41
						
	 485
	  	Manhattan	  	PEI	  	Guatemala	  		  	4212
						
	 486
	  	John Henry	  	PEI	  	Guatemala	  	2187-93	  	087985
						
	 487
	  	Munsingwear & Shield Design	  	PEI	  	Guyana	  		  	1970A
						
	 488
	  	Penguin Design (Dressed)	  	PEI	  	Guyana	  		  	9652A
						
	 489
	  	Grand Slam	  	PEI	  	Guyana	  		  	9636A

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-121










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	490	  	Manhattan	  	PEI	  	Guyana	  		  	1718A
						
	491	  	Munsingwear	  	PEI	  	Haiti	  		  	285
						
	492	  	Penguin Design (Dressed)	  	PEI	  	Haiti	  		  	18077
						
	493	  	Grand Slam	  	PEI	  	Haiti	  		  	37974
						
	494	  	Manhattan Stylized	  	PEI	  	Haiti	  		  	137/73
						
	495	  	Lady Manhattan	  	PEI	  	Haiti	  	NA	  	331/82
						
	496	  	Penguin Sport	  	PEI	  	Honduras	  	2702-01	  	
						
	497	  	Penguin Sport	  	PEI	  	Honduras	  	2703-01	  	
						
	498	  	Natural Issue	  	PEI	  	Honduras	  	1708/96	  	68,615
						
	499	  	Cotton Classics By Munsingwear & Design	  	PEI	  	Honduras	  		  	28132
						
	500	  	Munsingwear & Shield Design	  	PEI	  	Honduras	  		  	2588
						
	501	  	Penguin Design (Dressed)	  	PEI	  	Honduras	  		  	18692
						
	502	  	Grand Slam	  	PEI	  	Honduras	  		  	22131
						
	503	  	Perry Ellis Portfolio	  	PEI	  	Honduras	  	028/94	  	60767
						
	504	  	Perry Ellis Portfolio	  	PEI	  	Honduras	  	027/94	  	60762

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-122










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO,

	505	  	Lady Manhattan	  	PEI	  	Honduras	  		  	10502
						
	 506
	  	John Henry	  	PEI	  	Honduras	  		  	46413
						
	 507
	  	Manhattan	  	PEI	  	Honduras	  		  	25730
						
	 508
	  	Mondo di Marco & Design	  	PEI	  	Hong Kong	  		  	B5167/1992
						
	 509
	  	Natural Issue	  	PEI	  	Hong Kong	  	14517/94	  	B7451/97
						
	 510
	  	Textures By Natural Issue	  	PEI	  	Hong Kong	  	6388/95	  	B8968/97
						
	 511
	  	Perry Ellis Portfolio	  	PEI	  	Hong Kong	  	9909175	  	5087/2000
						
	 512
	  	Perry Ellis in Chinese	  	PEI	  	Hong Kong	  	94/11874	  	3019/1996
						
	 513
	  	Perry Ellis in Chinese	  	PEI	  	Hong Kong	  	94/11873	  	3018/1996
						
	 514
	  	Perry Ellis Signature Design	  	PEI	  	Hong Kong	  	2096/90	  	4351/1994
						
	 515
	  	360° Perry Ellis	  	PEI	  	Hong Kong	  	97899	  	8064/1999
						
	 516
	  	Perry Ellis	  	PEI	  	Hong Kong	  	97/09410	  	6876/1998
						
	 517
	  	Perry Ellis	  	PEI	  	Hong Kong	  	9709409	  	6875/1998
						
	 518
	  	Perry Ellis	  	PEI	  	Hong Kong	  	9709408	  	6874/1998
						
	 519
	  	Perry Ellis	  	PEI	  	Hong Kong	  	9709407	  	7159/1998
						
	 520
	  	Perry Ellis	  	PEI	  	Hong Kong	  	9709406	  	4106/1999

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-123










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	 	 REGISTRATION NO.

	521	  	Perry Ellis America	  	PEI	  	Hong Kong	  	9709405	 	11852/1999
						
	 522
	  	Perry Ellis	  	PEI	  	Hong Kong	  	9712724	 	
						
	 .523
	  	Perry Ellis America	  	PEI	  	Hong Kong	  	9712723	 	
						
	 524
	  	Lady Manhattan (Stylized)	  	PEI	  	Hong Kong	  	1517/1967	 	1517/1967
						
	 525
	  	John Henry	  	PEI	  	Hong Kong	  	2295/1981	 	B2754/1982
						
	 526
	  	Manhattan	  	PEI	  	Hong Kong	  	2130/1977	 	B1181/1979
						
	 527
	  	Manhattan & Two Triangle Logo	  	PEI	  	Hong Kong	  	150/1980	 	1671/1983
						
	 528
	  	Manhattan (Stylized)	  	PEI	  	Hong Kong	  	308/1952	 	829/1952
						
	 529
	  	Manhattan (Logo Form)	  	PEI	  	Hong Kong	  	8671/93	 	8794/1995
						
	 530
	  	Manhattan (Logo Form)	  	PEI	  	Hong Kong	  	1735/97	 	883/2000
						
	 531
	  	Perry Ellis Portfolio	  	PEI	  	Hong Kong	  		 	
						
	 532
	  	Munsingwear	  	PEI	  	Hungary	  	9100899	 	H132885
						
	 533
	  	Munsingwear	  	PEI	  	Hungary	  	7101138	 	114093
						
	 534
	  	Penguin Design (Dressed)	  	PEI	  	Hungary	  	9003823	 	131295
						
	 535
	  	Grand Slam	  	PEI	  	Hungary	  	8600233	 	125678

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-124










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	536	  	Munsingwear & Penguin Design (Dressed)	  	PEI	  	Hungary	  	7500374	  	117673
						
	 537
	  	Lady Manhattan (Script)	  	PEI	  	Hungary	  		  	116T95/1256549
						
	 538
	  	Lady Manhattan	  	PEI	  	Iceland	  		  	321/1968
						
	 539
	  	Manhattan	  	PEI	  	Iceland	  	71/1955	  	71/1955
						
	 540
	  	Perry Ellis	  	PEI	  	Iceland	  	2573/1999	  	273/2000
						
	 541
	  	Perry Ellis Portfolio	  	PEI	  	Iceland	  	2572/19.99	  	272/2000
						
	 542
	  	Munsingwear	  	PEI	  	India	  		  	288359
						
	 543.
	  	Penguin Design (Dressed)	  	PEI	  	India	  		  	288357
						
	 544
	  	Penguin Club & Design (Undressed)	  	PEI	  	India	  	575922	  	
						
	 545
	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	India	  	575921	  	
						
	 546
	  	Grand Slam	  	PEI	  	India	  	359436	  	
						
	 547
	  	Penguin Design (Undressed)	  	PEI	  	India	  	575920	  	
						
	 548
	  	John Henry	  	PEI	  	India	  	628429	  	628429
						
	 549
	  	Manhattan	  	PEI	  	India	  	644124	  	644124
						
	 550
	  	Perry Ellis Portfolio	  	PEI	  	India	  	866086	  	

 PEI=Perry Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-125










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	551	  	Natural Issue	  	PEI	  	Indonesia	  	96-21901	  	
						
	 552
	  	Manhattan	  	PEI	  	Indonesia	  		  	314531
						
	 553
	  	Lady Manhattan	  	PEI	  	Indonesia	  	242446	  	417450
						
	 554
	  	Perry Ellis Portfolio	  	PEI	  	Indonesia	  		  	466153
						
	 555
	  	Munsingwear	  	PEI	  	Ireland	  	513689	  	135754
						
	 556
	  	Munsingwear	  	PEI	  	Ireland	  	43372	  	079604
						
	 557
	  	Penguin Design (Dressed)	  	PEI	  	Ireland	  	236773	  	83445
						
	 558
	  	Penguin Design (Dressed)	  	PEI	  	Ireland	  	514089	  	136441
						
	 559
	  	Penguin Club & Design (Undressed)	  	PEI	  	Ireland	  	204592	  	155274
						
	 560
	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	Ireland	  	204692	  	155275
						
	 561
	  	Grand Slam	  	PEI	  	Ireland	  	513289	  	136264
						
	 562
	  	Munsingwear & M Design	  	PEI	  	Ireland	  	298774	  	87743
						
	 563
	  	Penguin Design (Undressed)	  	PEI	  	Ireland	  	514489	  	136445
						
	 564
	  	Grand Slam & Design	  	PEI	  	Ireland	  	134779	  	101561
						
	 565
	  	Perry Ellis	  	PEI	  	Ireland	  	92/3378	  	157673

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-126










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	566	  	Mondo di Marco & Design	  	PEI	  	Israel	  		  	76972
						
	 567
	  	Penguin Design (Dressed)	  	PEI	  	Israel	  		  	45509
						
	 568
	  	Grand Slam	  	PEI	  	Israel	  		  	45510
						
	 569
	  	Munsingwear & Design	  	PEI	  	Israel	  		  	5477
						
	 570
	  	Lady Manhattan	  	PEI	  	Israel	  	18540	  	18540
						
	 571
	  	John Henry	  	PEI	  	Israel	  	47404	  	47404
						
	 572
	  	Manhattan (Stylized)	  	PEI	  	Israel	  	4426	  	4426
						
	 573
	  	John Henry	  	PEI	  	Israel	  	61293	  	61293
						
	 574
	  	Manhattan (New Logo)	  	PEI	  	Israel	  	118886	  	118886
						
	 575
	  	Perry Ellis	  	PEI	  	Israel	  	129553	  	129553
						
	 576
	  	Perry Ellis Portfolio	  	PEI	  	Israel	  	129554	  	129554
						
	 577
	  	Mondo di Marco & Design	  	PEI	  	Italy	  	M2001C000199	  	00600776
						
	 578
	  	Perry Ellis America	  	PEI	  	Italy	  	RM2001C002910	  	
						
	 579
	  	Perry Ellis Portfolio	  	PEI	  	Italy	  	RM2001C002911	  	
						
	 580
	  	Natural Issue	  	PEI	  	Italy	  	MI95C004271	  	726,188
						
	 581
	  	Textures by Natural Issue	  	PEI	  	Italy	  	MI95C005438	  	

 PEI=Perry Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-127










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	 	 REGISTRATION NO.

	582	  	Munsing Wear	  	PEI	  	Italy	  	MI94C002704	 	459637
						
	 583
	  	Cotton Classics by Munsingwear & Design	  	PEI	  	Italy	  	20326C80	 	385814
						
	 584
	  	Penguin Design (Dressed)	  	PEI	  	Italy	  	17325C90	 	581746
						
	 585
	  	Penguin Design (Dressed)	  	PEI	  	Italy	  	21668C79	 	376811
						
	 586
	  	Penguin Club & Design (Undressed)	  	PEI	  	Italy	  	MI92C000228	 	639404
						
	 587
	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	Italy	  	MI92C000229	 	639405
						
	 588
	  	Grand Slam	  	PEI	  	Italy	  	MI92C004685	 	286014 or 648319
						
	 589
	  	M Penguin by Munsingwear & Penguin Design (Dressed)	  	PEI	  	Italy	  	17326C90	 	581747
						
	 590
	  	M Penguin by Munsingwear	  	PEI	  	Italy	  	17327C90	 	581748
						
	 591
	  	Perry Ellis	  	PEI	  	Italy	  	22632C86	 	483045
						
	 592
	  	Manhattan Stylized	  	PEI	  	Italy	  	94C002179	 	693683
						
	 593
	  	Lady Manhattan	  	PEI	  	Italy	  	16812C83	 	415130
						
	 594
	  	Lady Manhattan	  	PEI	  	Italy	  	94C0021814	 	693685
						
	 595
	  	Manhattan	  	PEI	  	Italy	  	16776C82	 	405680
						
	 596
	  	Pro Player	  	PEI	  	Italy	  	T091C000776	 	609267

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-128










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	597	  	Penguin Sport & Design	  	PEI	  	Italy	  	MI2001C011240	  	
						
	 598
	  	Penguin Club & Design	  	PEI	  	Italy	  	MI2001C011239	  	
						
	 599
	  	Kangaroo Design	  	PEI	  	Italy	  	MI2000C014213	  	
						
	 600
	  	Penguin Design	  	PEI	  	Italy	  	MI2000C000150	  	
						
	 601
	  	Pro Player	  	PEI	  	Italy	  	MI2001C007497	  	
						
	 602
	  	Pronto-Uomo & Design	  	PEI	  	Italy	  	MI2001C000200	  	
						
	 603
	  	PNB Nation	  	PEI	  	Italy	  	MI2000C009469	  	
						
	 604
	  	Perry Ellis America & Design	  	PEI	  	Italy	  	RM99C005523	  	
						
	 605
	  	Perry Ellis (Stylized letters)	  	PEI	  	Italy	  	RM96C004432	  	758897
						
	 606
	  	Perry Ellis America & Design	  	PEI	  	Italy	  	RM96C000004	  	754945
						
	 607
	  	360° Perry Ellis	  	PEI	  	Italy	  	RM96C000003	  	754944
						
	 608
	  	Perry Ellis	  	PEI	  	Italy	  	3890690	  	
						
	 609
	  	Perry Ellis America	  	PEI	  	Italy	  	3890590	  	
						
	 610
	  	Perry Ellis	  	PEI	  	Jamaica	  		  	B34.311
						
	 611
	  	Munsingwear & Shield Design	  	PEI	  	Jamaica	  		  	3602
						
	 612
	  	Penguin Design (Dressed)	  	PEI	  	Jamaica	  		  	16553

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-129










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	613	  	Grand Slam	  	PEI	  	Jamaica	  		  	23408
						
	 614
	  	Perry Ellis	  	PEI	  	Jamaica	  	18/221	  	B32710
						
	 615
	  	Perry Ellis	  	PEI	  	Jamaica	  	25/1503	  	B32012
						
	 616
	  	Perry Ellis America	  	PEI	  	Jamaica	  	18/222	  	B32986
						
	 617
	  	Perry Ellis America	  	PEI	  	Jamaica	  	25/1515	  	B32459
						
	 618
	  	Perry Ellis Portfolio	  	PEI	  	Jamaica	  	18/223	  	B29516
						
	 619
	  	Perry Ellis Portfolio	  	PEI	  	Jamaica	  	25/1516	  	B32012
						
	 620
	  	Lady Manhattan	  	PEI	  	Jamaica	  	25/48	  	B8748
						
	 621
	  	Manhattan	  	PEI	  	Jamaica	  	25/49	  	B8747
						
	 622
	  	Perry Ellis	  	PEI	  	Jamaica	  	3/3960	  	B36,795
						
	 623
	  	Penguin Sport	  	PEI	  	Jamaica	  		  	
						
	 624
	  	Mondo di Marco	  	PEI	  	Japan	  	3-067595	  	2710320
						
	 625
	  	Mondo di Marco	  	PEI	  	Japan	  	5-074223	  	4215627
						
	 626
	  	Natural Issue	  	PEI	  	Japan	  	7-128469	  	4,038,208
						
	 627
	  	Natural Issue	  	PEI	  	Japan	  	7-128470	  	4005150
						
	 628
	  	Natural Issue	  	PEI	  	Japan	  	7-128471	  	4005151

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-130










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	629	  	Natural Issue	  	PEI	  	Japan	  	3-133044	  	2615750
						
	 630
	  	Crossings	  	PEI	  	Japan	  	63-118440	  	2420796
						
	 631
	  	Perry Ellis	  	PEI	  	Japan	  	62-073025	  	2199725
						
	 632
	  	Perry Ellis Portfolio	  	PEI	  	Japan	  	11-27169	  	4358045
						
	 633
	  	Manhattan	  	PEI	  	Japan	  	13-5924	  	167177
						
	 634
	  	Manhattan Club	  	PEI	  	Japan	  	59-814	  	2331616
						
	 635
	  	Manhattan	  	PEI	  	Japan	  	41-065992	  	863495
						
	 636
	  	Manhattan (New Logo)	  	PEI	  	Japan	  	1-114282	  	2717315
						
	 637
	  	Lady Manhattan	  	PEI	  	Japan	  	34-32184	  	567937
						
	 638
	  	John Henry	  	PEI	  	Japan	  	51-17811	  	1455509
						
	 639
	  	Lady Manhattan	  	PEI	  	Japan	  	51-32201	  	1446760
						
	 640
	  	Manhattan	  	PEI	  	Japan	  	51-32200	  	1457956
						
	 641
	  	Manhattan	  	PEI	  	Japan	  	61-070321	  	2097611
						
	 642
	  	Manhattan	  	PEI	  	Japan	  	41-65993	  	863508
						
	 643
	  	John Henry	  	PEI	  	Japan	  	54-87948	  	1545223
						
	 644
	  	Manhattan Custom Limited	  	PEI	  	Japan	  	59-813	  	2687811

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-131










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	645	  	Manhattan (New Logo)	  	PEI	  	Japan	  	61-70322	  	2176185
						
	 646
	  	Manhattan (New Logo)	  	PEI	  	Japan	  	1-97657	  	2722094
						
	 647
	  	Manhattan (New Logo)	  	PEI	  	Japan	  		  	4129124
						
	 648
	  	Miss Manhattan	  	PEI	  	Japan	  	8-736	  	4113150
						
	 649
	  	Pro Player	  	PEI	  	Japan	  	3-35363	  	2548642
						
	 650
	  	Perry Ellis Reserve	  	PEI	  	Japan	  	11-058785	  	4447592
						
	 651
	  	Natural Issue	  	PEI	  	Japan	  	07-128468	  	
						
	 652
	  	Links Edition	  	PEI	  	Japan	  	07-050529	  	3320364
						
	 653
	  	Links Edition	  	PEI	  	Japan	  	07-050528	  	3308221
						
	 654
	  	Feldini	  	PEI	  	Japan	  	03-133047	  	2615751
						
	 655
	  	Golden Needle	  	PEI	  	Japan	  	34-032185	  	0563654
						
	 656
	  	Perry Ellis America	  	PEI	  	Japan	  	09-123891	  	4251565
						
	 657
	  	Perry Ellis America & Design	  	PEI	  	Japan	  	09-010818	  	4241133
						
	 658
	  	Perry Ellis America	  	PEI	  	Japan	  	09-010817	  	4205616
						
	 659
	  	Perry Ellis America & Design	  	PEI	  	Japan	  	09-010816	  	4251544
						
	 660
	  	Perry Ellis America	  	PEI	  	Japan	  	09-010815	  	4205615

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-132










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	661	  	360° Perry Ellis	  	PEI	  	Japan	  	05-077402	  	3149028
						
	 662
	  	Perry Ellis America & Design	  	PEI	  	Japan	  	02-047215	  	2604671
						
	 663
	  	Perry Ellis	  	PEI	  	Japan	  	02-018156	  	2456010
						
	 664
	  	Perry Ellis	  	PEI	  	Japan	  	57-053906	  	1732652
						
	 665
	  	Perry Ellis	  	PEI	  	Japan	  	54-063726	  	1618336
						
	 666
	  	Perry Ellis	  	PEI	  	Japan	  	54-001359	  	1610634
						
	 667
	  	Perry Ellis	  	PEI	  	Japan	  	53-076514	  	1610633
						
	 668
	  	Perry Ellis	  	PEI	  	Jordan	  	55669	  	55669
						
	 669
	  	Perry Ellis Portfolio	  	PEI	  	Jordan	  	55668	  	55668
						
	 670
	  	Munsingwear	  	PEI	  	Kenya	  		  	21399
						
	 671
	  	Penguin Design (Dressed)	  	PEI	  	Kenya	  		  	21400
						
	 672
	  	Grand Slam	  	PEI	  	Kenya	  		  	21401
						
	 673
	  	Perry Ellis	  	PEI	  	Kenya	  	39843	  	39843
						
	 674
	  	Lady Manhattan	  	PEI	  	Kenya	  	20191	  	20191
						
	 675
	  	Manhattan	  	PEI	  	Kenya	  	20190	  	20190
						
	 676
	  	Munsingwear	  	PEI	  	Kuwait	  	8836	  	8007

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-133










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	677	  	Penguin Design (Dressed)	  	PEI	  	Kuwait	  	7609	  	7099
						
	 678
	  	Lady Manhattan (Stylized)	  	PEI	  	Kuwait	  	N/A	  	112
						
	 679
	  	Perry Ellis Portfolio	  	PEI	  	Kuwait	  		  	
						
	 680
	  	Munsingwear	  	PEI	  	Laos	  	2101	  	8035
						
	 681
	  	Penguin Design (Dressed)	  	PEI	  	Laos	  	2109	  	8036
						
	 682
	  	Grand Slam	  	PEI	  	Laos	  	2100	  	8034
						
	 683
	  	Perry Ellis Portfolio	  	PEI	  	Latvia	  		  	M46544
						
	 684
	  	Perry Ellis	  	PEI	  	Latvia	  		  	M46543
						
	 685
	  	Munsingwear	  	PEI	  	Lebanon	  		  	48744
						
	 686
	  	Penguin Design (Dressed)	  	PEI	  	Lebanon	  		  	48742
						
	 687
	  	Grand Slam	  	PEI	  	Lebanon	  		  	30518
						
	 688
	  	Penguin	  	PEI	  	Lebanon	  		  	48743
						
	 689
	  	Manhattan & Design	  	PEI	  	Lebanon	  		  	36536
						
	 690
	  	Munsingwear	  	PEI	  	Lesotho	  		  	LSM9100703
						
	 691
	  	Munsingwear	  	PEI	  	Lesotho	  		  	5443

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-134










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	692	  	Cotton Classics by Munsingwear & Design	  	PEI	  	Lesotho	  		  	8633
						
	 693
	  	Penguin Design (Dressed)	  	PEI	  	Lesotho	  		  	LSM9100704
						
	 694
	  	Penguin Design (Dressed)	  	PEI	  	Lesotho	  		  	LSM9100974
						
	 695
	  	Grand Slam	  	PEI	  	Lesotho	  		  	LSM9001089
						
	 696
	  	Penguin Design	  	PEI	  	Lesotho	  	9001327	  	90/01327
						
	 697
	  	Lady Manhattan	  	PEI	  	Lesotho	  		  	1415/00325
						
	 698
	  	Manhattan & Design	  	PEI	  	Lesotho	  		  	LS/M/91/01026
						
	 699
	  	Manhattan	  	PEI	  	Liberia	  	N/A	  	3789/135
						
	 700
	  	Perry Ellis	  	PEI	  	Liechtenstein	  		  	12134
						
	 701
	  	Perry Ellis America	  	PEI	  	Liechtenstein	  		  	12205
						
	 702
	  	Perry Ellis Portfolio	  	PEI	  	Liechtenstein	  		  	12136
						
	 703
	  	Munsingwear	  	PEI	  	Liechtenstein	  		  	7975
						
	 704
	  	Penguin Design (Dressed)	  	PEI	  	Liechtenstein	  		  	7974
						
	 705
	  	Grand Slam	  	PEI	  	Liechtenstein	  		  	7976
						
	 706
	  	Munsingwear	  	PEI	  	Macao	  		  	1534M

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-135










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	707	  	Penguin Design (Dressed)	  	PEI	  	Macao	  		  	10422M
						
	708	  	Pro Player	  	PEI	  	Macedonia	  	686/96	  	
						
	709	  	Munsingwear & Shield Design	  	PEI	  	Malawi	  		  	150761
						
	710	  	Penguin Design (Dressed)	  	PEI	  	Malawi	  		  	150661
						
	711	  	Grand Slam	  	PEI	  	Malawi	  		  	2562
						
	712	  	Lady Manhattan Stylized	  	PEI	  	Malawi	  	303/59	  	B303/59
						
	713	  	Lady Manhattan	  	PEI	  	Malaya	  	38353	  	M/B38353
						
	714	  	Manhattan	  	PEI	  	Malaya	  	38352	  	M/B38352
						
	715	  	Natural Issue	  	PEI	  	Malaysia	  	94/07660	  	
						
	716	  	Textures by Natural Issue	  	PEI	  	Malaysia	  	95/05476	  	
						
	717	  	Perry Ellis	  	PEI	  	Malaysia	  	12256/96	  	96/12256
						
	718	  	Manhattan & Two Triangle Logo	  	PEI	  	Malaysia	  	60874	  	M/60874
						
	719	  	Lady Manhattan	  	PEI	  	Mauritius	  	N/A	  	75
						
	720	  	Manhattan & 2 Triangle Design	  	PEI	  	Mauritius	  	N/A	  	223
						
	721	  	Mondo di Marco & Design	  	PEI	  	Mexico	  		  	423,731

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-136










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	722	  	Natural Issue	  	PEI	  	Mexico	  	103,603	  	402,868
						
	723	  	Textures by Natural Issue	  	PEI	  	Mexico	  	243,458	  	507,031
						
	724	  	Munsingwear	  	PEI	  	Mexico	  	187830	  	266056
						
	725	  	Munsingwear	  	PEI	  	Mexico	  	95991	  	403586
						
	726	  	Penguin Design (Dressed)	  	PEI	  	Mexico	  	117771	  	411900
						
	727	  	Penguin Club & Design (Undressed)	  	PEI	  	Mexico	  	179561	  	473989
						
	728	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	Mexico	  	179562	  	475915
						
	729	  	Grand Slam	  	PEI	  	Mexico	  	38330	  	156362
						
	730	  	Munsingwear Kangaroo Brief Design	  	PEI	  	Mexico	  	174451	  	
						
	731	  	Perry Ellis America & Eagle Design	  	PEI	  	Mexico	  	60450	  	366441
						
	732	  	Portfolio Perry Ellis	  	PEI	  	Mexico	  	141471	  	
						
	733	  	Perry Ellis America & Flag Design	  	PEI	  	Mexico	  	335865	  	585490
						
	734	  	Lady Manhattan	  	PEI	  	Mexico	  	213854	  	292094
						
	735	  	Manhattan & Design	  	PEI	  	Mexico	  	156426	  	250459

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-137










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	736	  	Manhattan	  	PEI	  	Mexico	  		  	37962
						
	737	  	Manhattan	  	PEI	  	Mexico	  		  	63237
						
	738	  	Manhattan (Stylized)	  	PEI	  	Mexico	  	121146	  	417113
						
	739	  	Manhattan	  	PEI	  	Mexico	  		  	20656
						
	740	  	Manhattan (New Logo)	  	PEI	  	Mexico	  	27975	  	150836
						
	741	  	John Henry	  	PEI	  	Mexico	  	160684	  	251336
						
	742	  	Perry Ellis Portfolio	  	PEI	  	Mexico	  	383,518	  	630417
						
	743	  	Pro Player Logo	  	PEI	  	Mexico	  	216692	  	488232
						
	744	  	Mondo di Marco & Design	  	PEI	  	Mexico	  		  	432,731
						
	745	  	Mondo di Marco	  	PEI	  	Mexico	  	494382	  	712003
						
	746	  	Perry Ellis	  	PEI	  	Mexico	  	41105	  	384406
						
	747	  	Perry Ellis	  	PEI	  	Mexico	  	44158	  	357942
						
	748	  	Perry Ellis	  	PEI	  	Mexico	  	44159	  	357883
						
	749	  	Perry Ellis	  	PEI	  	Mexico	  	441160	  	357884
						
	750	  	Perry Ellis	  	PEI	  	Mexico	  	45667	  	359744
						
	751	  	Perry Ellis America	  	PEI	  	Mexico	  	187180	  	453410

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-138










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	752	  	Perry Ellis	  	PEI	  	Mexico	  	187181	  	451933
						
	753	  	Perry Ellis America (and Design)	  	PEI	  	Mexico	  	251400	  	517106
						
	754	  	360°	  	PEI	  	Mexico	  	251401	  	515620
						
	755	  	Perry Ellis America (and Design)	  	PEI	  	Mexico	  	341353	  	587384
						
	756	  	Perry Ellis America (and Design)	  	PEI	  	Mexico	  	341354	  	598195
						
	757	  	(Design)	  	PEI	  	Mexico	  	59211	  	185104
						
	758	  	(Design)	  	PEI	  	Mexico	  	80821	  	406817
						
	759	  	Kangaroo	  	PEI	  	Mexico	  	96167	  	541773
						
	760	  	Cotton Mill	  	PEI	  	Mexico	  	261852	  	524571
						
	761	  	(Design)	  	PEI	  	Mexico	  	174450	  	
						
	762	  	Supreme	  	PEI	  	Mexico	  	61744	  	392301
						
	763	  	Feldini	  	PEI	  	Mexico	  	37561	  	
						
	764	  	Supreme	  	PEI	  	Mexico	  	142993	  	
						
	765	  	Munsingwear	  	PEI	  	Monaco	  	13517	  	9013485
						
	766	  	Penguin Design (Dressed)	  	PEI	  	Monaco	  		  	798112

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-139










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	767	  	Grand Slam & Design	  	PEI	  	Monaco	  		  	798114
						
	768	  	Munsingwear	  	PEI	  	Morocco	  		  	29990
						
	769	  	Penguin Design (Dressed)	  	PEI	  	Morocco	  	225	  	37326
						
	770	  	Grand Slam	  	PEI	  	Morocco	  	227	  	37328
						
	771	  	Manhattan	  	PEI	  	Morocco	  		  	26999
						
	772	  	Perry Ellis	  	PEI	  	Morocco	  	70361	  	
						
	773	  	Penguin Sport	  	PEI	  	Myanmar (Burma)	  		  	4/5539/2000
						
	774	  	Munsingwear	  	PEI	  	Myanmar (Burma)	  		  	8611991
						
	775	  	Penguin Design (Dressed)	  	PEI	  	Myanmar (Burma)	  		  	8631991
						
	776	  	Grand Slam	  	PEI	  	Myanmar (Burma)	  		  	8621991
						
	777	  	Munsingwear	  	PEI	  	Namibia	  		  	625263
						
	778	  	Munsingwear	  	PEI	  	Namibia	  		  	831117
						
	779	  	Penguin Design (Dressed)	  	PEI	  	Namibia	  		  	891505
						
	780	  	Penguin Design (Dressed)	  	PEI	  	Namibia	  		  	831081
						
	781	  	Penguin Design (Dressed)	  	PEI	  	Namibia	  		  	625363

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-140










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	782	  	Grand Slam	  	PEI	  	Namibia	  		  	625163
						
	783	  	Manhattan	  	PEI	  	Namibia	  	5747/62	  	5747/62
						
	784	  	Lady Manhattan	  	PEI	  	Namibia	  		  	5162/60
						
	785	  	Manhattan	  	PEI	  	Namibia	  	85/0867(SWA)	  	85/0867
						
	786	  	Munsingwear	  	PEI	  	Netherlands Antilles	  		  	11283
						
	787	  	Cotton Classics by Munsingwear & Design	  	PEI	  	Netherlands Antilles	  		  	11142
						
	788	  	Penguin Design (Dressed)	  	PEI	  	Netherlands Antilles	  		  	8150
						
	789	  	Grand Slam (Stylized)	  	PEI	  	Netherlands Antilles	  		  	02318
						
	790	  	Perry Ellis Portfolio	  	PEI	  	Netherlands Antilles	  	None Assigned	  	17817
						
	791	  	Manhattan	  	PEI	  	Netherlands Antilles	  		  	1009
						
	792	  	Perry Ellis	  	PEI	  	Netherlands Antilles	  		  	21827
						
	793	  	Perry Ellis	  	PEI	  	New Zealand	  	219519	  	219519
						
	794	  	360° Perry Ellis Design	  	PEI	  	New Zealand	  	229448	  	229448
						
	795	  	Manhattan	  	PEI	  	New Zealand	  	84278	  	84278

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-141










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	796	  	Manhattan	  	PEI	  	New Zealand	  	58196	  	B58196
						
	797	  	Lady Manhattan	  	PEI	  	New Zealand	  	117953	  	117953
						
	798	  	John Henry	  	PEI	  	New Zealand	  	176473	  	176473
						
	799	  	Natural Issue	  	PEI	  	Nicaragua	  	96-00729	  	33.627
						
	800	  	Munsingwear	  	PEI	  	Nicaragua	  		  	863
						
	801	  	Penguin Design (Dressed)	  	PEI	  	Nicaragua	  		  	24746
						
	802	  	Grand Slam	  	PEI	  	Nicaragua	  		  	3589
						
	803	  	Penguin	  	PEI	  	Nicaragua	  		  	24745
						
	804	  	Perry Ellis Portfolio	  	PEI	  	Nicaragua	  	94/00220	  	26448 C.C.
						
	805	  	Perry Ellis Portfolio	  	PEI	  	Nicaragua	  	94/00224	  	26656 C.C.
						
	806	  	Lady Manhattan	  	PEI	  	Nicaragua	  		  	11,125
						
	807	  	Manhattan	  	PEI	  	Nicaragua	  		  	3144
						
	808	  	Manhattan (Stylized)	  	PEI	  	Nigeria	  	568/61/3	  	12348
						
	809	  	Lady Manhattan	  	PEI	  	Nigeria	  	666/61/2	  	12264
						
	810	  	Perry Ellis America	  	PEI	  	Norway	  	200105942	  	212.185
						
	811	  	Perry Ellis Portfolio	  	PEI	  	Norway	  	200105941	  	212.184

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-142










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	812	  	Munsingwear	  	PEI	  	Norway	  		  	9195
						
	813	  	Penguin Design (Dressed)	  	PEI	  	Norway	  	873955	  	136807
						
	814	  	Grand Slam	  	PEI	  	Norway	  		  	86415
						
	815	  	Manhattan	  	PEI	  	Norway	  	7,264	  	7264
						
	816	  	Perry Ellis	  	PEI	  	Oman	  	21690	  	
						
	817	  	Perry Ellis Portfolio	  	PEI	  	Oman	  	21689	  	
						
	818	  	Munsingwear	  	PEI	  	Pakistan	  		  	109370
						
	819	  	Penguin Design (Dressed)	  	PEI	  	Pakistan	  		  	109372
						
	820	  	Grand Slam	  	PEI	  	Pakistan	  		  	109373
						
	821	  	Lady Manhattan	  	PEI	  	Pakistan	  	21146	  	32849
						
	822	  	Manhattan	  	PEI	  	Pakistan	  		  	8447
						
	823	  	Perry Ellis	  	PEI	  	Pakistan	  	157401	  	
						
	824	  	Perry Ellis Portfolio	  	PEI	  	Pakistan	  	157402	  	
						
	825	  	Mondo di Marco & Design	  	PEI	  	Panama	  		  	68240
						
	826	  	Natural Issue	  	PEI	  	Panama	  	55,833	  	55,833
						
	827	  	Textures by Natural Issue	  	PEI	  	Panama	  	76,236	  	76,236

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-143










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	828	  	Munsingwear	  	PEI	  	Panama	  		  	30898
						
	829	  	Cotton Classics by Munsingwear & Design	  	PEI	  	Panama	  		  	028502
						
	830	  	Penguin Design (Dressed)	  	PEI	  	Panama	  		  	30899
						
	831	  	M Penguin by Munsingwear & Penguin Design (Dressed)	  	PEI	  	Panama	  		  	16081
						
	832	  	Perry Ellis	  	PEI	  	Panama	  	047132	  	047132
						
	833	  	America Perry Ellis Design	  	PEI	  	Panama	  	67670	  	67670
						
	834	  	Perry Ellis Portfolio	  	PEI	  	Panama	  		  	100664
						
	835	  	Perry Ellis America & Flag Design	  	PEI	  	Panama	  		  	100821
						
	836	  	Perry Ellis Portfolio	  	PEI	  	Panama	  		  	101787
						
	837	  	Lady Manhattan	  	PEI	  	Panama	  	6478	  	7344
						
	838	  	Manhattan	  	PEI	  	Panama.	  	440432	  	23092
						
	839	  	Manhattan	  	PEI	  	Panama	  		  	3432
						
	840	  	Perry Ellis Portfolio	  	PEI	  	Panama	  		  	
						
	841	  	Penguin Sport	  	PEI	  	Paraguay	  	01/15045	  	
						
	842	  	Penguin Sport	  	PEI	  	Paraguay	  	01/15046	  	

 PEI=Perry Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-144










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	843	  	Cotton Classics by Munsingwear & Design	  	PEI	  	Paraguay	  		  	138812
						
	844	  	Munsingwear	  	PEI	  	Paraguay	  		  	149395
						
	845	  	Munsingwear	  	PEI	  	Paraguay	  		  	153051
						
	846	  	Munsingwear	  	PEI	  	Paraguay	  		  	153052
						
	847	  	Munsingwear	  	PEI	  	Paraguay	  		  	149145
						
	848	  	Cotton Classics by Munsingwear & Design	  	PEI	  	Paraguay	  		  	179582
						
	849	  	Cotton Classics by Munsingwear & Design	  	PEI	  	Paraguay	  		  	138813
						
	850	  	Munsingwear Grand Slam Penguin Design (Dressed)	  	PEI	  	Paraguay	  		  	138793
						
	851	  	Munsingwear Grand Slam Penguin Design (Dressed)	  	PEI	  	Paraguay	  		  	138794
						
	852	  	Munsingwear Grand Slam Penguin Design (Dressed)	  	PEI	  	Paraguay	  		  	138792
						
	853	  	Penguin Design (Dressed)	  	PEI	  	Paraguay	  		  	115341
						
	854	  	Penguin Design (Dressed)	  	PEI	  	Paraguay	  	95/18116	  	114122
						
	855	  	Grand Slam	  	PEI	  	Paraguay	  		  	115350
						
	856	  	Grand Slam	  	PEI	  	Paraguay	  		  	114134

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-145










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	857	  	Perry Ellis	  	PEI	  	Paraguay	  	4377	  	210749
						
	858	  	Manhattan	  	PEI	  	Paraguay	  	3910	  	156881
						
	859	  	John Henry	  	PEI	  	Paraguay	  	12984	  	152312
						
	860	  	Manhattan	  	PEI	  	Paraguay	  	2936	  	216787
						
	861	  	Lady Manhattan (Stylized)	  	PEI	  	Paraguay	  		  	157341
						
	862	  	Lady Manhattan (Stylized)	  	PEI	  	Paraguay	  		  	157343
						
	863	  	Penguin Sport	  	PEI	  	Peru	  	128294	  	
						
	864	  	Penguin Sport	  	PEI	  	Peru	  	130302	  	
						
	865	  	Natural Issue	  	PEI	  	Peru	  	224,863	  	003658
						
	866	  	Textiles by Natural Issue	  	PEI	  	Peru	  	269,927	  	018395
						
	867	  	Munsingwear	  	PEI	  	Peru	  		  	15978
						
	868	  	Penguin Design (Dressed)	  	PEI	  	Peru	  	237363	  	22148
						
	869	  	Grand Slam	  	PEI	  	Peru	  	156107	  	83329
						
	870	  	Perry Ellis Portfolio	  	PEI	  	Peru	  	235194	  	006758
						
	871	  	Perry Ellis Portfolio	  	PEI	  	Peru	  	234235	  	7053
						
	872	  	Manhattan (Stylized)	  	PEI	  	Peru	  	138159	  	18100

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-146










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	873	  	Manhattan	  	PEI	  	Peru	  		  	12000
						
	874	  	Lady Manhattan	  	PEI	  	Peru	  	159350	  	26526
						
	875	  	Perry Ellis Portfolio	  	PEI	  	Peru	  	87777	  	58707
						
	876	  	Natural Issue	  	PEI	  	Philippines	  	113,657	  	
						
	877	  	Munsingwear	  	PEI	  	Philippines	  		  	2904
						
	878	  	Munsingwear	  	PEI	  	Philippines	  	44350	  	33049
						
	879	  	CR Munsingwear	  	PEI	  	Philippines	  		  	9962
						
	880	  	Penguin Design (Dressed)	  	PEI	  	Philippines	  	59859	  	
						
	881	  	Grand Slam	  	PEI	  	Philippines	  		  	37623
						
	882	  	Grand Slam	  	PEI	  	Philippines	  		  	9961
						
	883	  	CR: Penguin Design (Undressed)	  	PEI	  	Philippines	  		  	9964
						
	884	  	CR: Munsingwear & Kangaroo Design	  	PEI	  	Philippines	  		  	9963
						
	885	  	Penguin Sport	  	PEI	  	Philippines	  	114,569	  	
						
	886	  	Penguin Club	  	PEI	  	Philippines	  	114,568	  	
						
	887	  	Manhattan	  	PEI	  	Philippines	  	5556	  	R-738

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-147










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	888	  	Perry Ellis Portfolio	  	PEI	  	Philippines	  	4-1999-5203	  	
						
	889	  	Pro Player	  	PEI	  	Philippines	  		  	59,709
						
	890	  	Grand Slam	  	PEI	  	Philippines	  	4-2001-01471	  	
						
	891	  	Grand Slam & Penguin Design (Dressed)	  	PEI	  	Philippines	  	4-2001-01469	  	
						
	892	  	Munsingwear	  	PEI	  	Poland	  	94086	  	70434
						
	893	  	Munsingwear & Shield Design	  	PEI	  	Poland	  	12431	  	11435
						
	894	  	Penguin Design (Dressed)	  	PEI	  	Poland	  	94085	  	70888
						
	895	  	Grand Slam	  	PEI	  	Poland	  	94087	  	70435
						
	896	  	Lady Manhattan	  	PEI	  	Poland	  	64023	  	44612
						
	897	  	Manhattan	  	PEI	  	Poland	  	64022	  	44611
						
	898	  	Perry Ellis Portfolio	  	PEI	  	Poland	  	204914	  	
						
	899	  	Perry Ellis	  	PEI	  	Poland	  	204913	  	
						
	900	  	Mondo di Marco & Design	  	PEI	  	Portugal	  		  	266,571
						
	901	  	Munsingwear	  	PEI	  	Portugal	  	296316	  	296316
						
	902	  	Munsingwear	  	PEI	  	Portugal	  	29162	  	120525

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-148










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	903	  	Cotton Classics By Munsingwear & Design	  	PEI	  	Portugal	  		  	207420
						
	904	  	Penguin Design (Dressed)	  	PEI	  	Portugal	  	257783	  	257783
						
	905	  	Penguin Club & Design (Undressed)	  	PEI	  	Portugal	  	282241	  	
						
	906	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	Portugal	  	282242.	  	
						
	907	  	Perry Ellis	  	PEI	  	Portugal	  	331355	  	331355
						
	908	  	Manhattan Stylized	  	PEI	  	Portugal	  	N/A	  	140971
						
	909	  	Lady Manhattan	  	PEI	  	Portugal	  	106011	  	163987
						
	910	  	Penguin Design (Dressed)	  	PEI	  	Puerto Rico	  		  	7758
						
	911	  	Grand Slam	  	PEI	  	Puerto Rico	  		  	7759
						
	912	  	Manhattan Stylized	  	PEI	  	Puerto Rico	  		  	168
						
	913	  	Manhattan	  	PEI	  	Puerto Rico	  		  	1361
						
	914	  	John Henry	  	PEI	  	Puerto Rico	  	N/A	  	20988
						
	915	  	Munsingwear	  	PEI	  	Qatar	  	8475	  	8475
						
	916	  	Penguin Design (Dressed)	  	PEI	  	Qatar	  	8476	  	8476
						
	917	  	Grand Slam	  	PEI	  	Qatar	  	8474	  	8474

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-149










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	918	  	Perry Ellis Portfolio	  	PEI	  	Qatar	  	21032	  	
						
	919	  	Perry Ellis	  	PEI	  	Qatar	  	21031	  	
						
	920	  	Perry Ellis	  	PEI	  	Republic of Yemen	  	17777	  	
						
	921	  	Perry Ellis Portfolio	  	PEI	  	Republic of Yemen	  	17779	  	
						
	922	  	360° Perry Ellis	  	PEI	  	Republic of Yemen	  	17778	  	
						
	923	  	Munsingwear	  	PEI	  	Romania	  	23341	  	17750
						
	924	  	Penguin Design (Dressed)	  	PEI	  	Romania	  	23340	  	17629
						
	925	  	Grand Slam	  	PEI	  	Romania	  	23339	  	17749
						
	926	  	Mondo di Marco & Design	  	PEI	  	Russian Federation	  		  	163,543
						
	927	  	Natural Issue	  	PEI	  	Russian Federation	  	95700454	  	141,135
						
	928	  	Textures By Natural Issue	  	PEI	  	Russian Federation	  	95706232	  	145,963
						
	929	  	Munsingwear	  	PEI	  	Russian Federation	  	128581	  	97391
						
	930	  	Penguin Design (Dressed)	  	PEI	  	Russian Federation	  	128437	  	97347

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-150










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	931	  	Grand Slain	  	PEI	  	Russian Federation	  	128582	  	103753
						
	932	  	Penguin Design (Undressed)	  	PEI	  	Russian Federation	  	128438	  	97269
						
	933	  	Perry Ellis	  	PEI	  	Russian Federation	  	99711678	  	
						
	934	  	Pro Player	  	PEI	  	Russian Federation	  		  	128,132
						
	935	  	Grand Slam	  	PEI	  	Sarawak	  		  	22339
						
	936	  	Munsingwear	  	PEI	  	Saudi Arabia	  	9062	  	9062
						
	937	  	Penguin Design (Dressed)	  	PEI	  	Saudi Arabia	  	9058	  	9058
						
	938	  	Grand Slam	  	PEI	  	Saudi Arabia	  		  	9979
						
	939	  	John Henry	  	PEI	  	Saudi Arabia	  	14629	  	255/23
						
	940	  	Perry Ellis Portfolio	  	PEI	  	Saudi Arabia	  	50988	  	570/53
						
	941	  	Manhattan	  	PEI	  	Seychelles	  		  	1258
						
	942	  	Mondo di Marco & Design	  	PEI	  	Singapore	  		  	S/5019/90
						
	943	  	Natural Issue	  	PEI	  	Singapore	  	6633/94	  	B6633/94
						
	944	  	Textures by Natural Issue	  	PEI	  	Singapore	  	4832-95	  	

 PEI=Perry Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-151










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	945	  	Perry Ellis America & Eagle Design	  	PEI	  	Singapore	  	4739/90	  	4739/90
						
	946	  	Perry Ellis Signature Design	  	PEI	  	Singapore	  	1755/90	  	1755/90
						
	947	  	Perry Ellis America & Eagle Design	  	PEI	  	Singapore	  	12569/95	  	T95/12569B
						
	948	  	Perry Ellis	  	PEI	  	Singapore	  	11164/97	  	T97/11164H
						
	949	  	Perry Ellis America	  	PEI	  	Singapore	  	11163/97	  	T97/11163Z
						
	950	  	Manhattan	  	PEI	  	Singapore	  	73874	  	B73874
						
	951	  	John Henry	  	PEI	  	Singapore	  	1015/88	  	B1015/88
						
	952	  	Manhattan & Two Triangle Logo	  	PEI	  	Singapore	  	56028	  	56028
						
	953	  	Manhattan (Stylized)	  	PEI	  	Singapore	  	27521	  	B27521
						
	954	  	Perry Ellis Portfolio	  	PEI	  	Singapore	  	99/07507Z	  	T99/07507Z
						
	955	  	Pro Player	  	PEI	  	Singapore	  	10262/91	  	T91/10262J
						
	956	  	Grand Slam	  	PEI	  	Slovak Republic	  		  	166648
						
	957	  	Penguin Design	  	PEI	  	Slovak Republic	  		  	160750
						
	958	  	Lady Manhattan	  	PEI	  	Slovenia	  	N/A	  	157125
						
	959	  	Manhattan	  	PEI	  	Slovenia	  	N/A	  	157126

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-152










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	960	  	Pro Player	  	PEI	  	Slovenia	  		  	Z-9671318
						
	961	  	Munsingwear	  	PEI	  	South Africa	  		  	631472
						
	962	  	Munsingwear	  	PEI	  	South Africa	  		  	812206
						
	963	  	Munsingwear	  	PEI	  	South Africa	  		  	830915
						
	964	  	Cotton Classics by Munsingwear	  	PEI	  	South Africa	  		  	793574
						
	965	  	Penguin Design (Dressed)	  	PEI	  	South Africa	  	897519	  	897519
						
	966	  	Penguin Design (Dressed)	  	PEI	  	South Africa	  		  	714045
						
	967	  	Penguin Design (Dressed)	  	PEI	  	South Africa	  		  	812207
						
	968	  	Grand Slam	  	PEI	  	South Africa	  		  	620026
						
	969	  	Grand Slam & Penguin Design (Dressed)	  	PEI	  	South Africa	  		  	814665
						
	970	  	Munsingwear Slammers & Design	  	PEI	  	South Africa	  		  	784882
						
	971	  	Lady Manhattan	  	PEI	  	South Africa	  	59/1129	  	59/1129
						
	972	  	Lady Manhattan	  	PEI	  	South Africa	  	67/2098	  	67/2098
						
	973	  	John Henry	  	PEI	  	South Africa	  	75/5206	  	B75/5206
						
	974	  	John Henry	  	PEI	  	South Africa	  	82/0651	  	82/0651

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-153










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	975	  	Manhattan	  	PEI	  	South Africa	  	67/2097	  	67/2097
						
	976	  	Manhattan	  	PEI	  	South Africa	  	81/8298	  	81/8298
						
	977	  	Manhattan DQ Traditionals Des	  	PEI	  	South Africa	  	81/0571	  	B81/0571
						
	978	  	Manhattan	  	PEI	  	South Africa	  	N/A	  	959/58
						
	979	  	Natural Issue	  	PEI	  	South Korea	  	95-45388	  	367,792
						
	980	  	Natural Issue	  	PEI	  	South Korea	  	95-45392	  	380,907
						
	981	  	Perry Ellis	  	PEI	  	South Korea	  	87-2589-1	  	175606
						
	982	  	Perry Ellis America & Eagle Design	  	PEI	  	South Korea	  	89-26669	  	205458
						
	983	  	Perry Ellis America	  	PEI	  	South Korea	  	87-25893	  	175608
						
	984	  	Perry Ellis Portfolio	  	PEI	  	South Korea	  	87-25892	  	175607
						
	985	  	John Henry in Korean Characters	  	PEI	  	South Korea	  	90-32429	  	233526
						
	986	  	Manhattan Club	  	PEI	  	South Korea	  	88-29640	  	198262
						
	987	  	Manhattan/Sala NT	  	PEI	  	South Korea	  	88-29639	  	198261
						
	988	  	Lady Manhattan + 2 Triangles Logo	  	PEI	  	South Korea	  	84-2903	  	108378
						
	989	  	John Henry	  	PEI	  	South Korea	  	2800/80	  	71919

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-154










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
 [SERIAL] NO.
	  	REGISTRATION NO.
	990	  	Perry Ellis Portfolio	  	PEI	  	South Korea	  	40-1999-26092	  	
						
	991	  	Manhattan Sport & Triangle Design	  	PEI	  	South Korea	  	40-2000-3543	  	495181
						
	992	  	Pro Player Logo by Daniel Young	  	PEI	  	South Korea	  		  	265,046
						
	993	  	Manhattan Stylized	  	PEI	  	Soviet Union (USSR)	  		  	29603
						
	994	  	Lady Manhattan Stylized	  	PEI	  	Soviet Union (USSR)	  		  	29602
						
	995	  	Manhattan	  	PEI	  	Soviet Union (USSR)	  	93372	  	71588
						
	996	  	Mondo di Marco & Design	  	PEI	  	Spain	  	1,582,168	  	1,582,168
						
	997	  	Natural Issue	  	PEI	  	Spain	  	1,963,259	  	1,963,259
						
	998	  	Textures by Natural Issue	  	PEI	  	Spain	  	1,969,327	  	1,969,327
						
	999	  	Munsingwear & Shield Design	  	PEI	  	Spain	  	116,340	  	116,340
						
	1000	  	Grand Slam	  	PEI	  	Spain	  	1,597,982	  	1,597,982
						
	1001	  	Grand Slam Munsingwear Penguin Design (Dressed)	  	PEI	  	Spain	  	686,872	  	686,872
						
	1002	  	Perry Ellis	  	PEI	  	Spain	  	1,552,352	  	1,552,352
						
	1003	  	Perry Ellis	  	PEI	  	Spain	  	1,132,743	  	1,132,743

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-155










											
	 ITEM
	  	 MARK
	  	GRANTOR	  	COUNTRY	  	APPLICATION
[SERIAL] NO.	  	REGISTRATION NO.
	1004	  	Perry Ellis America	  	PEI	  	Spain	  	1,552,353	  	1,552,353
						
	1005	  	Perry Ellis America & Eagle Design	  	PEI	  	Spain	  	1,526,814	  	1,526,814
						
	1006	  	John Henry	  	PEI	  	Spain	  	949,046	  	949,046
						
	1007	  	Manhattan and Design	  	PEI	  	Spain	  	1,119,905	  	1,119,905
						
	1008	  	Lady Manhattan Stylized	  	PEI	  	Spain	  	1,287,626	  	1,287,626
						
	1009	  	Lady Manhattan Stylized	  	PEI	  	Spain	  	1,287,625	  	1,287,625
						
	1010	  	Manhattan (New Logo)	  	PEI	  	Spain	  	1,287,624	  	1,287,624
						
	1011	  	Manhattan (New Logo)	  	PEI	  	Spain	  	1,287,623	  	1,287,623
						
	1012	  	Lady Manhattan	  	PEI	  	Spain	  	522,581	  	522,581
						
	1013	  	Manhattan (New Logo)	  	PEI	  	Spain	  	2,074,222	  	2,074,222
						
	1014	  	Manhattan Eyewear	  	PEI	  	Spain	  	2,150,747	  	
						
	1015	  	Mondo di Marco	  	PEI	  	Spain	  	1,582,168	  	1,582,168
						
	1016	  	Munsingwear Grand Slam Penguin Design (Dressed)	  	PEI	  	Sri Lanka	  		  	40354
						
	1017	  	Lady Manhattan	  	PEI	  	Sri Lanka	  	28913	  	28913
						
	1018	  	Manhattan	  	PEI	  	Sri Lanka	  	N/A	  	49307

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-156










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	1019	  	Perry Ellis	  	PEI	  	Sri Lanka	  		  	
						
	1020	  	Perry Ellis Portfolio	  	PEI	  	Sri Lanka	  	93810	  	
						
	1021	  	Perry Ellis	  	PEI	  	Sri Lanka	  	93811	  	
						
	1022	  	Lady Manhattan	  	PEI	  	Sudan	  		  	12905
						
	1023	  	Lady Manhattan	  	PEI	  	Sudan	  		  	12904
						
	1024	  	Munsingwear	  	PEI	  	Suriname	  		  	10265
						
	1025	  	Penguin Design (Dressed)	  	PEI	  	Suriname	  		  	8697
						
	1026	  	Manhattan and Design	  	PEI	  	Suriname	  		  	9375
						
	1027	  	Munsingwear	  	PEI	  	Swaziland	  		  	1381974
						
	1028	  	Munsingwear	  	PEI	  	Swaziland	  		  	4531983
						
	1029	  	Cotton Classics by Munsingwear & Design	  	PEI	  	Swaziland	  		  	3521981
						
	1030	  	Penguin Design (Dressed)	  	PEI	  	Swaziland	  	12095	  	120/95
						
	1031	  	Penguin Design (Dressed)	  	PEI	  	Swaziland	  		  	1391974
						
	1032	  	Penguin Design (Dressed)	  	PEI	  	Swaziland	  		  	4541983
						
	1033	  	Grand Slam	  	PEI	  	Swaziland	  		  	1371974

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-157










											
	 ITEM
	  	 MARK
	  	GRANTOR	  	COUNTRY	  	APPLICATION
[SERIAL] NO.	  	REGISTRATION NO.
	1034	  	Lady Manhattan	  	PEI	  	Swaziland	  		  	82/1959 (S.A.)
						
	1035	  	Manhattan	  	PEI	  	Swaziland	  	5/1959	  	R5/1959 (SA)
						
	1036	  	Munsing Wear	  	PEI	  	Sweden	  	26055	  	26055
						
	1037	  	Penguin Design (Dressed)	  	PEI	  	Sweden	  	153747	  	153747
						
	1038	  	Penguin Club & Design (Undressed)	  	PEI	  	Sweden	  	9205877	  	264493
						
	1039	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	Sweden	  	9205878	  	264393
						
	1040	  	Grand Slam	  	PEI	  	Sweden	  	9304710	  	263185
						
	1041	  	M Munsingwear & Penguin Design (Dressed)	  	PEI	  	Sweden	  	134302	  	134302
						
	1042	  	Grand Slam & M Design	  	PEI	  	Sweden	  	143114	  	143114
						
	1043	  	Lady Manhattan	  	PEI	  	Sweden	  	101814	  	101814
						
	1044	  	Natural Issue	  	PEI	  	Switzerland	  	7086/1995.3	  	452459
						
	1045	  	Textures by Natural Issue	  	PEI	  	Switzerland	  	7836/1995.9	  	452460
						
	1046	  	Munsingwear	  	PEI	  	Switzerland	  		  	287308
						
	1047	  	Penguin Design (Dressed)	  	PEI	  	Switzerland	  	4006	  	399781
						
	1048	  	Penguin Club & Design (Undressed)	  	PEI	  	Switzerland	  	5041	  	399291

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-158










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	1049	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	Switzerland	  	5042	  	399292
						
	1050	  	Grand Slam	  	PEI	  	Switzerland	  		  	398754
						
	1051	  	Munsingwear & Penguin Design (Undressed)	  	PEI	  	Switzerland	  	8397	  	377295
						
	1052	  	Lady Manhattan	  	PEI	  	Switzerland	  	1430	  	311410
						
	1053	  	Manhattan	  	PEI	  	Switzerland	  		  	311865
						
	1054	  	Perry Ellis	  	PEI	  	Switzerland	  	6292	  	468026
						
	1055	  	Mondo di Marco & Design	  	PEI	  	Taiwan	  		  	531,576
						
	1056	  	Mondo di Marco 8c Design	  	PEI	  	Taiwan	  		  	515,670
						
	1057	  	Natural Issue	  	PEI	  	Taiwan	  	84061973	  	748,293
						
	1058	  	Textures by Natural Issue	  	PEI	  	Taiwan	  	84025952	  	758,584
						
	1059	  	Natural Issue	  	PEI	  	Taiwan	  	83056090	  	688,061
						
	1060	  	Natural Issue	  	PEI	  	Taiwan	  	84060024	  	728,491
						
	1061	  	Natural Issue	  	PEI	  	Taiwan	  	84060023	  	747,587
						
	1062	  	Natural Issue	  	PEI	  	Taiwan	  	84060021	  	742,892
						
	1063	  	Natural Issue	  	PEI	  	Taiwan	  	84060022	  	735,919

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-159










											
	 ITEM
	  	 MARK
	  	GRANTOR	  	COUNTRY	  	APPLICATION
[SERIAL] NO.	 	REGISTRATION NO.
	1064	  	Natural Issue	  	PEI	  	Taiwan	  	84062366	 	749,546
						
	1065	  	Perry Ellis Portfolio	  	PEI	  	Taiwan	  	83051801	 	688103
						
	1066	  	Perry Ellis Portfolio	  	PEI	  	Taiwan	  	82026626	 	634757
						
	1067	  	Manhattan	  	PEI	  	Taiwan	  		 	11421
						
	1068	  	Lady Manhattan	  	PEI	  	Taiwan	  		 	3841,42
						
	1069	  	Manhattan and Design	  	PEI	  	Taiwan	  	(66)13315	 	99677
						
	1070	  	Manhattan and Design	  	PEI	  	Taiwan	  	(67)17545	 	112770
						
	1071	  	Manhattan & Two Triangle Logo	  	PEI	  	Taiwan	  	N/A	 	72948
						
	1072	  	Manhattan (Chinese Characters)	  	PEI	  	Taiwan	  	88009661	 	894600
						
	1073	  	Manhattan & Design	  	PEI	  	Taiwan	  	88016006	 	912636
						
	1074	  	Perry Ellis Portfolio	  	PEI	  	Taiwan	  	88034425	 	924115
						
	1075	  	Crossings	  	PEI	  	Taiwan	  	89023184	 	934065
						
	1076	  	Pro Player by Daniel Young	  	PEI	  	Taiwan	  		 	614,872
						
	1077	  	Mondo di Marco & Design	  	PEI	  	Taiwan	  		 	515,670
						
	1078	  	Mondo di Marco & Design	  	PEI	  	Taiwan	  		 	531,576

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-160










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	1079	  	Manhattan	  	PEI	  	Tanganyika	  	5023	  	5023
						
	1080	  	Manhattan Stylized	  	PEI	  	Tangier Zone	  		  	R7329
						
	1081	  	Natural Issue	  	PEI	  	Thailand	  	271,161	  	TM36560
						
	1082	  	Textures by Natural Issue	  	PEI	  	Thailand	  	289,250	  	
						
	1083	  	Perry Ellis	  	PEI	  	Thailand	  	417163	  	147025
						
	1084	  	Perry Ellis	  	PEI	  	Thailand	  	195921	  	139937
						
	1085	  	Perry Ellis America	  	PEI	  	Thailand	  	417164	  	147433
						
	1086	  	Perry Ellis America & Eagle Design	  	PEI	  	Thailand	  	195920	  	145112
						
	1087	  	Manhattan Stylized	  	PEI	  	Thailand	  	18408	  	15624
						
	1088	  	John Henry and Man Head Design	  	PEI	  	Thailand	  	317104	  	TM50824
						
	1089	  	John Henry and Man Head Design	  	PEI	  	Thailand	  	288504	  	TM32080
						
	1090	  	John Henry	  	PEI	  	Thailand	  	122761	  	84597
						
	1091	  	Perry Ellis Portfolio	  	PEI	  	Thailand	  	395016	  	
						
	1092	  	Pro Player Logo	  	PEI	  	Thailand	  	222068	  	160,291
						
	1093	  	Cotton Classics by Munsingwear & Design	  	PEI	  	Transkei	  		  	800728

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-161










											
	 ITEM
	  	 MARK
	  	GRANTOR	  	COUNTRY	  	APPLICATION
[SERIAL] NO.	  	REGISTRATION NO.
	1094	  	Penguin Design (Dressed)	  	PEI	  	Transkei	  		  	830881
						
	1095	  	Penguin Design (Dressed)	  	PEI	  	Transkei	  	891236	  	891236
						
	1096	  	Penguin Design (Dressed)	  	PEI	  	Transkei	  		  	714045
						
	1097	  	Grand Slam	  	PEI	  	Transkei	  	901010	  	
						
	1098	  	Manhattan	  	PEI	  	Transkei	  	85/0828	  	85/0828
						
	1099	  	Manhattan	  	PEI	  	Transkei	  	67/2097	  	67/2097
						
	1100	  	Penguin Sport	  	PEI	  	Trinidad and
Tobago	  	31980	  	
						
	1101	  	Penguin Design (Dressed)	  	PEI	  	Trinidad and
Tobago	  		  	8824
						
	1102	  	Perry Ellis Portfolio	  	PEI	  	Trinidad and
Tobago	  	22210	  	22210
						
	1103	  	Perry Ellis Portfolio	  	PEI	  	Trinidad and
Tobago	  	22212	  	22212
						
	1104	  	Lady Manhattan	  	PEI	  	Trinidad and
Tobago	  	2784	  	B2784
						
	1105	  	Perry Ellis	  	PEI	  	Trinidad and
Tobago	  	29768	  	29768
						
	1106	  	Munsingwear	  	PEI	  	Tunisia	  		  	EE941007
						
	1107	  	Penguin Design (Dressed)	  	PEI	  	Tunisia	  		  	EE941009

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-162










											
	 ITEM
	  	 MARK
	  	GRANTOR	  	COUNTRY	  	APPLICATION
[SERIAL] NO.	  	REGISTRATION NO.
	1108	  	Grand Slam	  	PEI	  	Tunisia	  		  	EE941008
						
	1109	  	Manhattan	  	PEI	  	Tunisia	  		  	EE86.347
						
	1110	  	Natural Issue	  	PEI	  	Turkey	  	160,136	  	160,136
						
	1111	  	Textures by Natural Issue	  	PEI	  	Turkey	  	5298/95	  	160,911
						
	1112	  	Munsingwear	  	PEI	  	Turkey	  	4240	  	110312
						
	1113	  	Grand Slam	  	PEI	  	Turkey	  	7325	  	110273
						
	1114	  	Lady Manhattan	  	PEI	  	Turkey	  	69207	  	99281
						
	1115	  	Manhattan	  	PEI	  	Turkey	  	7068	  	82102
						
	1116	  	Perry Ellis	  	PEI	  	Turkey	  	1999/012428	  	1999/012428
						
	1117	  	Perry Ellis Portfolio	  	PEI	  	Turkey	  	1999/12429	  	1999/012429
						
	1118	  	Pro Player Logo	  	PEI	  	Turkey	  		  	132,682
						
	1119	  	Lady Manhattan	  	PEI	  	Uganda	  	13313	  	B.556
						
	1120	  	Manhattan	  	PEI	  	Uganda	  	13313	  	B557
						
	1121	  	360° Perry Ellis	  	PEI	  	Ukraine	  	2001042571	  	
						
	1122	  	Perry Ellis	  	PEI	  	Ukraine	  	2001042569	  	
						
	1123	  	Perry Ellis Portfolio	  	PEI	  	Ukraine	  	2001042570	  	

 PEI=Perry Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-163










											
	 ITEM
	  	 MARK
	  	GRANTOR	  	COUNTRY	  	APPLICATION
[SERIAL] NO.	  	REGISTRATION NO.
	1124	  	Munsingwear	  	PEI	  	United Arab
Emirates	  	6373	  	6252
						
	1125	  	Penguin Design (Dressed)	  	PEI	  	United Arab
Emirates	  	114	  	81
						
	1126	  	Penguin Design (Dressed)	  	PEI	  	United Arab
Emirates	  	6317	  	6208
						
	1127	  	Grand Slam	  	PEI	  	United Arab
Emirates	  	6599	  	6469
						
	1128	  	Perry Ellis Portfolio	  	PEI	  	United Arab
Emirates	  		  	34289
						
	1129	  	Textures By Natural Issue	  	PEI	  	United Kingdom	  	2021934	  	2021934
						
	1130	  	Natural Issue	  	PEI	  	United Kingdom	  	2014525	  	2014525
						
	1131	  	Natural Issue	  	PEI	  	United Kingdom	  	2014536	  	2014536
						
	1132	  	Munsingwear	  	PEI	  	United Kingdom	  	988529	  	988529
						
	1133	  	Munsingwear	  	PEI	  	United Kingdom	  	1394102	  	1394102
						
	1134	  	Munsingwear	  	PEI	  	United Kingdom	  	1394101	  	1394101
						
	1135	  	Munsingwear	  	PEI	  	United Kingdom	  	1394100	  	1394100
						
	1136	  	Munsingwear	  	PEI	  	United Kingdom	  	1393733	  	1393733
						
	1137	  	Cotton Classics By Munsingwear & Design	  	PEI	  	United Kingdom	  	1135493	  	B1135493

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-164










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	1138	  	Penguin Design (Dressed)	  	PEI	  	United Kingdom	  	1394606	  	1394606
						
	1139	  	Penguin Design (Dressed)	  	PEI	  	United Kingdom	  	1394609	  	1394609
						
	1140	  	Penguin Design (Dressed)	  	PEI	  	United Kingdom	  	1394607	  	1394607
						
	1141	  	Penguin Design (Dressed)	  	PEI	  	United Kingdom	  	1394608	  	1394608
						
	1142	  	Penguin Design (Dressed)	  	PEI	  	United Kingdom	  	980890	  	980890
						
	1143	  	Penguin Club & Design (Undressed)	  	PEI	  	United Kingdom	  	1506474	  	1506474
						
	1144	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	United Kingdom	  	1506203	  	1506203
						
	1145	  	Grand Slam	  	PEI	  	United Kingdom	  	1393932	  	1393932
						
	1146	  	Grand Slam	  	PEI	  	United Kingdom	  	1393930	  	1393930
						
	1147	  	Grand Slam	  	PEI	  	United Kingdom	  	1393931	  	1393931
						
	1148	  	Grand Slam	  	PEI	  	United Kingdom	  	1114866	  	1114866
						
	1149	  	Grand Slam	  	PEI	  	United Kingdom	  	1393933	  	1393933
						
	1150	  	Penguin Design (Undressed)	  	PEI	  	United Kingdom	  	1394610	  	1394610
						
	1151	  	Penguin Design (Undressed)	  	PEI	  	United Kingdom	  	1394611	  	1394611
						
	1152	  	Penguin Design (Undressed)	  	PEI	  	United Kingdom	  	1394612	  	1394612

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-165










											
	 ITEM
	  	 MARK
	  	GRANTOR	  	COUNTRY	  	APPLICATION
[SERIAL] NO.	  	REGISTRATION NO.
	1153	  	Penguin Design (Undressed)	  	PEI	  	United Kingdom	  	1394613	  	
						
	1154	  	Crossings	  	PEI	  	United Kingdom	  	1361112	  	1361112
						
	1155	  	America Perry Ellis	  	PEI	  	United Kingdom	  	1508978	  	1508978
						
	1156	  	Manhattan University Row	  	PEI	  	United Kingdom	  	898910	  	B898910
						
	1157	  	Pro Player By Daniel Young	  	PEI	  	United Kingdom	  	1463404	  	1463404
						
	1158	  	Natural Issue	  	PEI	  	Uruguay	  	264,239	  	
						
	1159	  	Munsingwear	  	PEI	  	Uruguay	  	203166	  	134835
						
	1160	  	Munsingwear	  	PEI	  	Uruguay	  	244597	  	168309
						
	1161	  	Munsingwear	  	PEI	  	Uruguay	  		  	170006
						
	1162	  	Penguin Design (Dressed)	  	PEI	  	Uruguay	  	271780	  	271780
						
	1163	  	Penguin Club & Design (Undressed)	  	PEI	  	Uruguay	  	257980	  	257980
						
	1164	  	Penguin Sport & Design (Undressed Penguin)	  	PEI	  	Uruguay	  	257979	  	257979
						
	1165	  	Grand Slam	  	PEI	  	Uruguay	  	179609	  	170085
						
	1166	  	Grand Slam	  	PEI	  	Uruguay	  		  	205568
						
	1167	  	Grand Slam	  	PEI	  	Uruguay	  	297,793	  	217005

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-166










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	1168	  	M Munsingwear & Penguin Design (Dressed)	  	PEI	  	Uruguay	  		  	204524
						
	1169	  	Grand Slam & Penguin Design (Dressed)	  	PEI	  	Uruguay	  		  	180514
						
	1170	  	Lady Manhattan	  	PEI	  	Uruguay	  	257768	  	257768
						
	1171	  	Manhattan	  	PEI	  	Uruguay	  		  	288748
						
	1172	  	Manhattan	  	PEI	  	Uruguay	  	272746	  	272746
						
	1173	  	Perry Ellis Portfolio	  	PEI	  	Uruguay	  	314,672	  	
						
	1174	  	Munsingwear	  	PEI	  	Venda	  		  	830742
						
	1175	  	Penguin Design (Dressed)	  	PEI	  	Venda	  	891084	  	
						
	1176	  	Penguin Design (Dressed)	  	PEI	  	Venda	  		  	830724
						
	1177	  	Grand Slam	  	PEI	  	Venda	  	901008	  	
						
	1178	  	Penguin Design	  	PEI	  	Venda	  		  	714045
						
	1179	  	Manhattan	  	PEI	  	Venda	  	85/0690	  	85/0690
						
	1180	  	Mondo di Marco & Design	  	PEI	  	Venezuela	  		  	
						
	1181	  	Natural Issue	  	PEI	  	Venezuela	  	5521-92	  	F-169.585
						
	1182	  	Textures By Natural Issue	  	PEI	  	Venezuela	  	8889/95	  	

 PEI=Perry Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-167










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	1183	  	Munsingwear	  	PEI	  	Venezuela	  	4567	  	77156F
						
	1184	  	Cotton Classics By Munsingwear	  	PEI	  	Venezuela	  		  	106429F
						
	1185	  	Munsingwear Grand Slam Penguin Design (Dressed)	  	PEI	  	Venezuela	  	416279	  	101119F
						
	1186	  	Penguin Design (Dressed)	  	PEI	  	Venezuela	  		  	78453F
						
	1187	  	Grand Slam	  	PEI	  	Venezuela	  	1673890	  	156881
						
	1188	  	M Munsingwear & Penguin Design (Dressed)	  	PEI	  	Venezuela	  	933473	  	78452F
						
	1189	  	Perry Ellis America	  	PEI	  	Venezuela	  	6674-94	  	P184410
						
	1190	  	Perry Ellis Portfolio	  	PEI	  	Venezuela	  	2071-94	  	
						
	1191	  	Perry Ellis Portfolio	  	PEI	  	Venezuela	  	2070-94	  	P210044
						
	1192	  	Manhattan	  	PEI	  	Venezuela	  		  	25731
						
	1193	  	Manhattan	  	PEI	  	Venezuela	  	15585	  	4383-D
						
	1194	  	Manhattan De Venezuela	  	PEI	  	Venezuela	  	10275	  	10147-D
						
	1195	  	Manhattan Junior	  	PEI	  	Venezuela	  	3781	  	48497
						
	1196	  	John Henry	  	PEI	  	Venezuela	  	2969-78	  	106399-F
						
	1197	  	Lady Manhattan	  	PEI	  	Venezuela	  	15941-93	  	N/A

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-168










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	1198	  	Munsingwear	  	PEI	  	Vietnam	  	3154	  	2840
						
	1199	  	Penguin Design (Dressed)	  	PEI	  	Vietnam	  	3152	  	11853
						
	1200	  	Grand Slam	  	PEI	  	Vietnam	  	3153	  	2839
						
	1201	  	John Henry	  	PEI	  	Vietnam	  	23163	  	21599
						
	1202	  	Manhattan (Logo Form)	  	PEI	  	Vietnam	  	23164	  	19508
						
	1203	  	Lady Manhattan	  	PEI	  	Vietnam	  	28987	  	24474
						
	1204	  	Perry Ellis	  	PEI	  	Virgin Islands (US)	  		  	3675
						
	1205	  	Penguin Design (Dressed)	  	PEI	  	Virgin Islands (US)	  		  	5578
						
	1206	  	Grand Slam	  	PEI	  	Virgin Islands (US)	  		  	5579
						
	1207	  	Munsingwear	  	PEI	  	Yugoslavia	  		  	21590
						
	1208	  	Penguin Design (Dressed)	  	PEI	  	Yugoslavia	  	110677	  	25702
						
	1209	  	Lady Manhattan	  	PEI	  	Yugoslavia	  	257/64	  	16423-Z-257/64
						
	1210	  	Manhattan (New Logo)	  	PEI	  	Yugoslavia	  	868/95	  	41131
						
	1211	  	Pro Player	  	PEI	  	Yugoslavia	  		  	37,832
						
	1212	  	Munsingwear & Shield Design	  	PEI	  	Zambia	  		  	150761

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-169










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	1213	  	Penguin Design (Dressed)	  	PEI	  	Zambia	  		  	150661

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-170









 SCHEDULE OF JANTZEN INTERNATIONAL TRADEMARKS AND TRADEMARK APPLICATIONS 

 

											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	1.	  	Jantzen	  	JAC	  	ALGERIA	  	950478	  	048982
						
	2.	  	Diving Girl (Left-Up)	  	JAC	  	ALGERIA	  	950477	  	048981
						
	3.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	ANDORRA	  	4911	  	3267
						
	4.	  	Jantzen	  	JAC	  	AOIP	  	88458	  	39113
						
	5.	  	Diving Girl Design (Slant Right)	  	JAC	  	AOIP	  		  	9966
						
	6.	  	Jean Jantzen	  	JAC	  	ARGENTINA	  		  	1.184.323
						
	7.	  	Jantzen (Label)	  	JAC	  	ARGENTINA	  		  	1.640.458
						
	8.	  	Jantzen Jazz	  	JAC	  	ARGENTINA	  		  	1.124.231
						
	9.	  	Jean Jantzen	  	JAC	  	ARGENTINA	  		  	1184324
						
	10.	  	Diving Girl Design (Left)	  	JAC	  	ARGENTINA	  		  	1.640.461
						
	11.	  	Jantzen	  	JAC	  	ARGENTINA	  	2.155.913	  	1.796.183
						
	12.	  	Jean Jantzen (Signature)	  	JAC	  	ARGENTINA	  		  	1.750.066
						
	13.	  	Jantzen	  	JAC	  	ARGENTINA	  		  	1.640.459
						
	14.	  	Diving Girl Design (Slanted Left)	  	JAC	  	ARGENTINA	  	2.155.915	  	1.753.533
						
	15.	  	Diving Girl Design (Slanted Left)	  	JAC	  	ARGENTINA	  	2.155.914	  	1.753.534

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-171










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	16.	  	Jantzen International Sports Club	  	JAC	  	ARGENTINA	  	2.148.665	  	1.744.925
						
	17.	  	Jantzen	  	JAC	  	ARUBA	  	42943	  	11777
						
	18.	  	Diving Girl Design (Left)	  	JAC	  	ARUBA	  	42944	  	11778
						
	19.	  	Diving Girl Design (Left)	  	JAC	  	AUSTRALIA	  	645026	  	645026
						
	20.	  	Jantzen	  	JAC	  	AUSTRALIA	  	645025	  	645025
						
	21.	  	Diving Girl Design (Right)	  	JAC	  	AUSTRALIA	  	90018	  	90018
						
	22.	  	Old Diving Girl Design (Left)	  	JAC	  	AUSTRALIA	  	62691	  	62691
						
	23.	  	Just Wear a Smile and a Jantzen	  	JAC	  	AUSTRALIA	  	155960	  	155960
						
	24.	  	Jantzen (Stylized) and Diving Girl (Bottom-Right)	  	JAC	  	AUSTRALIA	  	90017	  	90017
						
	25.	  	Jantzen (Fanciful Script) and Old Diving Girl Design	  	JAC	  	AUSTRALIA	  	62690	  	62690
						
	26.	  	Jantzen	  	JAC	  	AUSTRALIA	  	90016	  	90016
						
	27.	  	J Stylized	  	JAC	  	AUSTRALIA	  	318294	  	318294
						
	28.	  	Diving Girl Design (Slant Right)	  	JAC	  	AUSTRIA	  		  	44475
						
	29.	  	Jantzen (Stylized)	  	JAC	  	AUSTRIA	  		  	44502

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-172










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	30.	  	Diving Girl (Bottom-Right)	  	JAC	  	AZERBAIJAN	  	1779	  	970670
						
	31.	  	Jantzen	  	JAC	  	AZERBAIJAN	  	1778	  	970620
						
	32.	  	Jantzen	  	JAC	  	BAHAMAS	  		  	3451
						
	33.	  	Diving Girl Design (Slant Right)	  	JAC	  	BAHAMAS	  		  	3450
						
	34.	  	Diving Girl Design (Slant Right)	  	JAC	  	BAHRAIN	  		  	TM 2537
						
	35.	  	Jantzen (Stylized)	  	JAC	  	BAHRAIN	  		  	442
						
	36.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	BANGLADESH	  	39398	  	39398
						
	37.	  	Jantzen (Stylized) and Diving Girl (Old Design)	  	JAC	  	BARBADOS	  		  	380
						
	38.	  	Jantzen	  	JAC	  	BELARUS	  	3075	  	3075
						
	39.	  	Diving Girl (Bottom-Right)	  	JAC	  	BELARUS	  	3051	  	3051
						
	40.	  	Jantzen	  	JAC	  	BELIZE	  		  	1700
						
	41.	  	Diving Girl Design (Slant Right)	  	JAC	  	BELIZE	  		  	1701
						
	42.	  	Diving Girl Design (Right)	  	JAC	  	BENELUX	  	520,452	  	22502
						
	43.	  	Jantzen (Stylized Block) and Diving Girl Design	  	JAC	  	BENELUX	  	520449	  	22499

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-173










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	44.	  	Jantzen (Fanciful Script) and Old Diving Girl Design	  	JAC	  	BENELUX	  	520450	  	22500
						
	45.	  	Jantzen (Stylized)	  	JAC	  	BENELUX	  	520451	  	22501
						
	46.	  	Jantzen	  	JAC	  	BERMUDA	  		  	4615
						
	47.	  	Diving Girl Design (Slant Right)	  	JAC	  	BERMUDA	  		  	4614
						
	48.	  	Jantzen	  	JAC	  	BOLIVIA	  		  	50252-A
						
	49.	  	Diving Girl (Bottom-Left)	  	JAC	  	BOLIVIA	  	31085-C	  	50227-A
						
	50.	  	Diving Girl Design (Slant Right)	  	JAC	  	BOPH	  		  	89/1016
						
	51.	  	Jantzen	  	JAC	  	BOPH	  		  	58/1459
						
	52.	  	Diving Girl Design (Right)	  	JAC	  	BOSNIA	  	BAZR06533A	  	BAZR96533
						
	53.	  	Jantzen	  	JAC	  	BOSNIA	  	BAZR96532A	  	BAZR96532
						
	54.	  	Jantzen (Stylized) and Diving Girl (Bottom-Left)	  	JAC	  	BOTSWANA	  		  	1013
						
	55.	  	Diving Girl design (Left)	  	JAC	  	BRAZIL	  		  	002185997
						
	56.	  	Jantzen	  	JAC	  	BRAZIL	  		  	006880371
						
	57.	  	Jantzen International Sports Club	  	JAC	  	BRAZIL	  		  	811136450

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-174










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	58.	  	Diving Girl and Globe in Crest Device	  	JAC	  	BRAZIL	  		  	006087434
						
	59.	  	Jantzen (Stylized Print)	  	JAC	  	BRUNEI DARUSSALAM	  	560	  	17,135
						
	60.	  	Diving Girl Design (Left)	  	JAC	  	BRUNEI DARUSSALAM	  	561	  	17,136
						
	61.	  	Jantzen (Stylized Print)	  	JAC	  	BULGARIA	  		  	14369
						
	62.	  	Diving Girl Design (Left)	  	JAC	  	BULGARIA	  		  	14368
						
	63.	  	Jantzen	  	JAC	  	CAMBODIA	  	10910	  	10908
						
	64.	  	Diving Girl Design (Slant Right)	  	JAC	  	CAMBODIA	  	10909	  	10907
						
	65.	  	Jantzen (Stylized Block) and Diving Girl Design	  	JAC	  	CANADA	  	321,463	  	178,531
						
	66.	  	Jantzen Signature & Design	  	JAC	  	CANADA	  	850,263	  	555,979
						
	67.	  	Jantzen (Stylized) and Diving Girl (Old Design)	  	JAC	  	CANADA	  	192,881	  	UCA 25,583
						
	68.	  	J Stylized	  	JAC	  	CANADA	  	453,600	  	254,794
						
	69.	  	Zuma Beach	  	JAC	  	CANADA	  	572,147	  	336,872
						
	70.	  	Diving Girl Design (Left)	  	JAC	  	CANADA	  	272,289	  	135,263
						
	71.	  	Southpoint	  	JAC	  	CANADA	  	572,161	  	335,607
						
	72.	  	Purr-Blend	  	JAC	  	CANADA	  	268,214	  	127,777

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-175










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	73.	  	Jantzen	  	JAC	  	CANADA	  	272,288	  	142,256
						
	74.	  	Jantzen	  	JAC	  	CANADA	  	192,879	  	UCA 25,582
						
	75.	  	Electric Beach	  	JAC	  	CANADA	  	642,571	  	376,275
						
	76.	  	Pacific Rigging	  	JAC	  	CANADA	  	572,162	  	339,354
						
	77.	  	Jantzen (Fanciful Script) and Old Diving Girl Design	  	JAC	  	CAYMAN ISLANDS	  		  	460451
						
	78.	  	Electric Beach by Jantzen	  	JAC	  	CHILE	  	294.746	  	482.357
						
	79.	  	Diving Girl Design (Left)	  	JAC	  	CHILE	  	211.301	  	265.603
						
	80.	  	Jantzen (Stylized)	  	JAC	  	CHILE	  		  	265.602
						
	81.	  	Jantzen	  	JAC	  	CHINA	  		  	
						
	82.	  	Jantzen (Stylized Print)	  	JAC	  	CHINA	  	94136160	  	900896
						
	83.	  	Jantzen (Stylized Print)	  	JAC	  	CHINA	  		  	608697
						
	84.	  	Diving Girl Design (Right)	  	JAC	  	CHINA	  	94136169	  	900895
						
	85.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	CHINA	  	94136168	  	900894
						
	86.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	CHINA	  		  	212815
						
	87.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	CHINA	  		  	212816

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-176










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	88.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	CHINA	  	91008293	  	584223
						
	89.	  	Jantzen (Stylized Script)	  	JAC	  	COLUMBIA	  		  	37574
						
	90.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	COLUMBIA	  	413574	  	
						
	91.	  	Diving Girl Design (Left)	  	JAC	  	COLUMBIA	  		  	37575
						
	92.	  	Electric Beach Stylized and Design	  	JAC	  	COLUMBIA	  	413572	  	197248
						
	93.	  	Jantzen (Stylized)	  	JAC	  	COSTA RICA	  		  	14489/12053
						
	94.	  	Diving Girl Design (Left)	  	JAC	  	COSTA RICA	  		  	14488/12054
						
	95.	  	Diving Girl Design (Slant Right	  	JAC	  	CROATIA	  	381-04/93-010988	  	Z930551
						
	96.	  	Jantzen	  	JAC	  	CROATIA	  	381-04/93-011486	  	Z930814
						
	97.	  	Jantzen (Stylized) and Diving Girl (Bottom-Right))	  	JAC	  	CUBA	  		  	115037
						
	98.	  	Diving Girl Design (Right)	  	JAC	  	CYPRUS	  		  	7191
						
	99.	  	Jantzen	  	JAC	  	CYPRUS	  	7173	  	7173
						
	100.	  	Jantzen (Stylized)	  	JAC	  	CZECH REPUBLIC	  	23397	  	154777
						
	101.	  	Diving Girl Design (Slant Right)	  	JAC	  	CZECH REPUBLIC	  	23396	  	154565

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-177










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	102.	  	Jantzen (Stylized)	  	JAC	  	DENMARK	  		  	1689/1953
						
	103.	  	J Stylized	  	JAC	  	DENMARK	  	1875/1983	  	4218/1983
						
	104.	  	Diving Girl Design (Left)	  	JAC	  	DENMARK	  		  	1688/1953
						
	105.	  	Diving Girl Design (Left)	  	JAC	  	DOMINICAN REPUBLIC	  		  	8195
						
	106.	  	Jantzen (Stylized)	  	JAC	  	DOMINICAN REPUBLIC	  		  	8196
						
	107.	  	Diving Girl Design (Left)	  	JAC	  	ECUADOR	  		  	921/88
						
	108.	  	Jantzen (Stylized)	  	JAC	  	ECUADOR	  		  	976/88
						
	109.	  	Jantzen (Stylized)	  	JAC	  	EGYPT	  	30807	  	30807
						
	110.	  	Diving Girl Design (Left)	  	JAC	  	EGYPT	  		  	30808
						
	111.	  	Jantzen (Stylized Block) and Diving Girl Design	  	JAC	  	EL SALVADOR	  		  	184/83/379
						
	112.	  	Jantzen (Stylized) and Diving Girl (Old Design)	  	JAC	  	EL SALVADOR	  		  	14064/162/113
						
	113.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	EM (CTM)	  	211680	  	211680
						
	114.	  	Jantzen	  	JAC	  	ESTONIA	  	93-9027	  	11354
						
	115.	  	Diving Girl (Bottom-Right)	  	JAC	  	ESTONIA	  	9309029	  	11356
						
	116.	  	Diving Girl Design (Left)	  	JAC	  	FIJI	  		  	28698
						
	117.	  	Jantzen (Stylized Script)	  	JAC	  	FIJI	  		  	28697

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-178










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	118.	  	Diving Girl and Glove in Crest Device	  	JAC	  	FINLAND	  		  	62370
						
	119.	  	Diving Girl Design (Left)	  	JAC	  	FINLAND	  		  	49484
						
	120.	  	Jantzen	  	JAC	  	FINLAND	  		  	52339
						
	121.	  	Jantzen (Stylized)	  	JAC	  	FRANCE	  	898621	  	1,487,675
						
	122.	  	Diving Girl Design (Right)	  	JAC	  	FRANCE	  	179217	  	1,676,677
						
	123.	  	Diving Girl Design (Slanted Left)	  	JAC	  	FRANCE	  	175272	  	1,566,105
						
	124.	  	J Stylized	  	JAC	  	FRANCE	  	665559	  	1,236,874
						
	125.	  	Via (Stylized letters)	  	JAC	  	FRANCE	  	642711	  	1215550
						
	126.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	GAMBIA	  	681/83	  	5725
						
	127.	  	Jantzen	  	JAC	  	GENE	  		  	
						
	128.	  	Diving Girl (Bottom-Right)	  	JAC	  	GEORGIA	  	011762/03	  	11707
						
	129.	  	Jantzen	  	JAC	  	GEORGIA	  	011761/03	  	11706
						
	130.	  	Diving Girl Design (Left)	  	JAC	  	GERMANY	  	DDW42177	  	632993
						
	131.	  	Jantzen	  	JAC	  	GERMANY	  	DDW 42178	  	632994
						
	132.	  	Jantzen Old Diving Girl (Right)	  	JAC	  	GERMANY	  	W 14353/3WZ	  	606552
						
	133.	  	Jantzen (Stylized)	  	JAC	  	GERMANY	  	W 14352/3WZ	  	606551

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-179










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	134.	  	Jantzen	  	JAC	  	GERMANY	  	J 1505/3WZ	  	 679210

						
	135.	  	Diving Girl Design (Left)	  	JAC	  	GERMANY	  	J 17948/25WZ	  	1055703
						
	136.	  	J Stylized	  	JAC	  	GERMANY	  	J 18275/25WZ	  	1131124
						
	137.	  	Jantzen (fanciful Script) and Old Diving Girl Design	  	JAC	  	GILBRALTAR	  		  	1220
						
	138.	  	Diving Girl-Design (Left)	  	JAC	  	GREAT BRITAIN	  	2000667	  	2000667
						
	139.	  	Jantzen (Stylized)	  	JAC	  	GREAT BRITAIN	  	514810	  	514810
						
	140.	  	Diving Girl Design (Right)	  	JAC	  	GREAT BRITAIN	  	831184	  	831184
						
	141.	  	Jantzen (Stylized Block) and Diving Girl (Slant-Right)	  	JAC	  	GREAT BRITAIN	  	611706	  	611706
						
	142.	  	Diving Girl Design (Right)	  	JAC	  	GREAT BRITAIN	  	656313	  	656313
						
	143.	  	Jantzen (Stylized Print) and Diving Girl (Overlapping Right)	  	JAC	  	GREAT BRITAIN	  	1201095	  	1201095
						
	144.	  	Jantzen (Stylized Block) and Diving Girl Design (Slant-R)	  	JAC	  	GREAT BRITAIN	  	607205	  	607205
						
	145.	  	Jantzen	  	JAC	  	GREAT BRITAIN	  	831183	  	831183
						
	146.	  	J Stylized	  	JAC	  	GREAT BRITAIN	  	1194094	  	1194094

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-180










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	 147.
	  	Jantzen	  	JAC	  	GREAT BRITAIN	  	2000665	  	2000665
						
	 148.
	  	Jantzen (Stylized) and Diving Girl (Bottom-Left)	  	JAC	  	GREAT BRITAIN	  	460451	  	460451
						
	 149.
	  	Jantzen (Stylized)	  	JAC	  	GREAT BRITAIN	  	656314	  	656314
						
	 150.
	  	Jantzen	  	JAC	  	GREECE	  	26327	  	26327
						
	 151.
	  	J Stylized	  	JAC	  	GREECE	  	74571	  	74571
						
	 152.
	  	Diving Girl Design (Right)	  	JAC	  	GREECE	  	26328	  	26328
						
	 153.
	  	Jantzen (Stylized) and Diving Girl (Bottom-Left)	  	JAC	  	GRENADA	  		  	34/1953
						
	 154.
	  	Jantzen (Stylized)	  	JAC	  	GUATEMALA	  		  	8450
						
	 155.
	  	Diving Girl Design (Right)	  	JAC	  	GUATEMALA	  		  	8449
						
	 156.
	  	Diving Girl Design (Right)	  	JAC	  	GUER	  		  	831184
						
	 157.
	  	Jantzen (Stylized)	  	JAC	  	GUER	  		  	514810
						
	 158.
	  	Diving Girl Design (Right)	  	JAC	  	GUIR	  		  	248
						
	 159.
	  	Diving Girl Design (Right)	  	JAC	  	GUIR	  		  	175/4/G

 PEI=Perry Ellis International, Inc.

 PEIL=PEI Licensing, Inc. 

JAC=Jantzen Apparel Corp. 

  
 B-181










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	160.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	GUYANA	  		  	11,928A
						
	161.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	HAITI	  	722-P	  	27/110
						
	162.	  	Jantzen (Stylized)	  	JAC	  	HONDURAS	  		  	14534
						
	163.	  	Diving Girl Design (Slant Right)	  	JAC	  	HONDURAS	  		  	14.533
						
	164.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	HONG KONG	  		  	5288/1992
						
	165.	  	J Stylized	  	JAC	  	HONG KONG	  	6747/89	  	1473/1992
						
	166.	  	Jantzen in Chinese Characters	  	JAC	  	HONG KONG	  	Sept. 22, 1992	  	
						
	167.	  	Diving Girl Design (Right)	  	JAC	  	HONG KONG	  	94/03090	  	8458/95
						
	168.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	HONG KONG	  	94/03089	  	B83 84/97
						
	169.	  	Jantzen (Stylized Script)	  	JAC	  	HONG KONG	  		  	89/1959
						
	170.	  	Jantzen	  	JAC	  	HONG KONG	  	94/03091	  	B8385/97
						
	171.	  	Diving Girl Design (Slant Right)	  	JAC	  	HONG KONG	  		  	90/1959
						
	172.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	HUNGARY	  	M8300879	  	123961

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-182










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	173.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	ICELAND	  		  	127/1984
						
	174.	  	Diving Girl Design (Slanted Left)	  	JAC	  	INDONESIA	  	D96-16122	  	392282
						
	175.	  	Jantzen	  	JAC	  	INDONESIA	  	D96-15852	  	
						
	176.	  	Jantzen	  	JAC	  	INDONESIA	  	22219	  	350826
						
	177.	  	Diving Girl Design (Left)	  	JAC	  	INDONESIA	  	22220	  	354131
						
	178.	  	Jantzen	  	JAC	  	IRAN	  		  	54198
						
	179.	  	Diving Girl Design (Left Shaded)	  	JAC	  	IRAN	  		  	54860
						
	180.	  	Jantzen (Stylized)	  	JAC	  	IRELAND	  		  	47463
						
	181.	  	Old Diving Girl (Right)	  	JAC	  	IRELAND	  		  	47462
						
	182.	  	Jantzen (Stylized)	  	JAC	  	ISRAEL	  		  	1321
						
	183.	  	Diving Girl Design (Left)	  	JAC	  	ISRAEL	  	13122	  	13122
						
	184.	  	Old Diving Girl (Right)	  	JAC	  	ITALY	  	5318 96 RM	  	759712
						
	185.	  	Jantzen (Stylized)	  	JAC	  	ITALY	  	3311 97 RM	  	782962
						
	186.	  	Jantzen	  	JAC	  	ITALY	  	5317 96 RM	  	759711
						
	187.	  	J Stylized	  	JAC	  	ITALY	  	1885483	  	418298
						
	188.	  	Jantzen Old Diving Girl (Right)	  	JAC	  	ITALY	  	2069 99 RM	  	373377

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-183










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	189.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	ITALY	  	381 93 RM	  	659,325
						
	190.	  	Jantzen Old Diving Girl (Right)	  	JAC	  	ITALY	  	3312 97 RM	  	782963
						
	191.	  	Jantzen (Stylized) and Diving Girl (Bottom-Right)	  	JAC	  	JAMAICA	  		  	2119
						
	192.	  	International Sports Club	  	JAC	  	JAPAN	  	S52-073653	  	1,463,451
						
	193.	  	Jantzen	  	JAC	  	JAPAN	  	S55-093668	  	2410732
						
	194.	  	J Stylized	  	JAC	  	JAPAN	  	S56-105608	  	1752256
						
	195.	  	Diving Girl Design (Left)	  	JAC	  	JAPAN	  	S56-105610	  	1748156
						
	196.	  	J Stylized	  	JAC	  	JAPAN	  	S52-023076	  	1911980
						
	197.	  	Diving Girl Design (Left)	  	JAC	  	JAPAN	  	S56-105611	  	1705966
						
	198.	  	J Stylized	  	JAC	  	JAPAN	  	S56-105607	  	1705965
						
	199.	  	J Stylized	  	JAC	  	JAPAN	  	S56-105606	  	1715845
						
	200.	  	Sun Loving (Stylized)	  	JAC	  	JAPAN	  	S47-007294	  	1127343
						
	201.	  	Diving Girl and Globe in Crest Design	  	JAC	  	JAPAN	  	S37-026583	  	639066
						
	202.	  	J Stylized	  	JAC	  	JAPAN	  	23077/77	  	1558165
						
	203.	  	J Device	  	JAC	  	JAPAN	  	H08-111200	  	4,117,250
						
	204.	  	Jantzen in Katakana	  	JAC	  	JAPAN	  	S36-027322	  	616284

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-184










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	205.	  	J (Stylized) International Sports Club Jantzen	  	JAC	  	JAPAN	  	H10-012442	  	4500174
						
	206.	  	The Country Squire & Design	  	JAC	  	JAPAN	  	S45-053857	  	967346
						
	207.	  	Diving Girl (Block Letters)	  	JAC	  	JAPAN	  	S55-093669	  	1620463
						
	208.	  	Jantzen (Stylized)	  	JAC	  	JAPAN	  	S24-001504	  	399512
						
	209.	  	Jantzen Clean Water & Diving Girl Design	  	JAC	  	JAPAN	  	H10-021562	  	4287427
						
	210.	  	Diving Girl (Bottom-Left)	  	JAC	  	JAPAN	  	S24-001505	  	413615
						
	211.	  	Emblem (Shield\\Wreath)	  	JAC	  	JAPAN	  	S47-007292	  	1318097
						
	212.	  	Jantzen (Stylized Print)	  	JAC	  	JAPAN	  	S56-105609	  	1734187
						
	213.	  	Emblem (Shield\\Wreath)	  	JAC	  	JAPAN	  	S47-007293	  	1098357
						
	214.	  	Emblem Design	  	JAC	  	JAPAN	  	S37-026582	  	639065
						
	215.	  	Jantzen (Stylized Block) and Katakana	  	JAC	  	JAPAN	  	S52-090771	  	1411118
						
	216.	  	Nantucket Whale Design	  	JAC	  	JAPAN	  	S56-073130	  	1823518
						
	217.	  	Jantzen (Stylized Block) and Diving Girl Design	  	JAC	  	JAPAN	  	S44-037030	  	909083
						
	218.	  	Diving Girl Design (Left)	  	JAC	  	JAPAN	  	S56-105612	  	1740639

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-185










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	219.	  	Diving Girl Design (Right)	  	JAC	  	JERS	  		  	2396
						
	220.	  	Jantzen	  	JAC	  	JERS	  		  	1058
						
	221.	  	Diving Girl Design (Left)	  	JAC	  	JORDAN	  	2895	  	2895
						
	222.	  	Jantzen	  	JAC	  	JORDAN	  	2896	  	2896
						
	223.	  	Diving Girl (Bottom-Right)	  	JAC	  	KAZAKHSTAN	  	3494	  	1989
						
	224.	  	Jantzen	  	JAC	  	KAZAKHSTAN	  	3493	  	1988
						
	225.	  	Jantzen	  	JAC	  	KENYA	  		  	10312
						
	226.	  	Diving Girl Design (Left)	  	JAC	  	KENYA	  		  	10313
						
	227.	  	Jantzen Diving Girl Design (Slant Right)	  	JAC	  	KIRIBATI	  	1380	  	1380
						
	228.	  	Jantzen	  	JAC	  	KIRIBATI	  	1379	  	1379
						
	229.	  	Jantzen (Block)	  	JAC	  	KOREA	  	44523/94	  	340,143
						
	230.	  	Diving Girl Design (Slanted Left)	  	JAC	  	KOREA	  	44524/94	  	340,144
						
	231.	  	Jantzen	  	JAC	  	KOREA	  		  	5992
						
	232.	  	Diving Girl Design (Left)	  	JAC	  	KOREA	  		  	5993
						
	233.	  	Jantzen (Stylized Print) and Diving Girl (Overlapping Right)	  	JAC	  	KOREA	  	32397/1990	  	234669
						
	234.	  	Diving Girl Design (Left)	  	JAC	  	KUWAIT	  	40972	  	

 PEI=Perry Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-186










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	235.	  	Jantzen	  	JAC	  	KUWAIT	  	40971	  	
						
	236.	  	Diving Girl (Bottom-Right)	  	JAC	  	KYRGYZ REPUBLIC	  	363	  	265
						
	23.7.	  	Jantzen	  	JAC	  	KYRGYZ REPUBLIC	  	362	  	264
						
	238.	  	Jantzen	  	JAC	  	LAO PEOPLE’S DEMOCRATIC REPUBLIC	  	6332	  	6279
						
	239.	  	Diving Girl Design (Slant Right)	  	JAC	  	LAO PEOPLE’S DEMOCRATIC REPUBLIC	  	6333	  	6280
						
	240.	  	Jantzen	  	JAP	  	LATVIA	  	M-93-4890	  	M16 055
						
	241.	  	Diving Girl (Bottom-Right)	  	JAP	  	LATVIA	  	M-93-4889	  	M16225
						
	242.	  	Jantzen (Stylized Script)	  	JAC	  	LEBANON	  		  	77951
						
	243.	  	Diving Girl Design (Left)	  	JAC	  	LEBANON	  		  	77952
						
	244.	  	Diving Girl Design (Left)	  	JAP	  	LIBERIA	  		  	00113/99
						
	245.	  	Jantzen (Stylized)	  	JAP	  	LIBERIA	  		  	00103/99
						
	246.	  	Jantzen (Stylized Script) and Diving Girl (Bottom-Right)	  	JAC	  	LIECHTENSTEIN	  		  	758
						
	247.	  	Jantzen	  	JAP	  	LITHUANIA	  	RL 10086	  	12175
						
	248.	  	Diving Girl (Bottom-Right)	  	JAP	  	LITHUANIA	  	RL 10087	  	12176

 PEI=Perry
Ellis International, Inc. 
 PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel Corp. 

  
 B-187










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	249.	  	Jantzen	  	JAC	  	MACAO	  		  	992-M
						
	250.	  	Diving Girl Design (Left)	  	JAC	  	MACAO	  	4/92	  	7730-M
						
	251.	  	Diving Girl Design (Slant Right)	  	JAC	  	MACEDONIA	  	PZ-590/93	  	03948
						
	252.	  	Jantzen	  	JAC	  	MACEDONIA	  	PZ-589/93	  	03947
						
	253.	  	Jantzen	  	JAC	  	MADAGASCAR	  		  	MV563
						
	254.	  	Diving Girl Design (Right)	  	JAC	  	MADAGASCAR	  		  	MV557
						
	255.	  	Jantzen (Stylized)	  	JAC	  	MALAWI	  		  	1896/58
						
	256.	  	Diving Girl Design (Right)	  	JAC	  	MALAWI	  		  	1897/58
						
	257.	  	Jantzen (Stylized) and Diving Girl (Bottom-Left)	  	JAC	  	MALAYSIA	  		  	M/21807
						
	258.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	MALAYSIA	  	89/02389	  	89/02389
						
	259.	  	Diving Girl Design (Left)	  	JAC	  	MALAYSIA	  	94/11294	  	94/11294
						
	260.	  	Jantzen	  	JAC	  	MALAYSIA	  	94/11293	  	94/11293
						
	261.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	MALDIVES	  		  	Caut. Notice
						
	262.	  	Diving Girl Design (Left)	  	JAC	  	MALTA	  		  	2496

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-188










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	263.	  	Jantzen (Stylized Block) and Diving Girl Design	  	JAC	  	MALTA	  		  	9987
						
	264.	  	Jantzen (Stylized)	  	JAC	  	MEXICO	  	46295	  	65670
						
	26.5.	  	Zuma Beach by Jantzen	  	JAC	  	MEXICO	  	279923	  	537659
						
	266.	  	Electric Beach by Jantzen	  	JAC	  	MEXICO	  	194549	  	533850
						
	267.	  	Jantzen	  	JAC	  	MEXICO	  	269252	  	615895
						
	268.	  	Diving Girl Design (Left)	  	JAC	  	MEXICO	  	46296	  	65852
						
	269.	  	Jantzen	  	JAP	  	MOLDOVA	  	004462	  	3036
						
	270.	  	Diving Girl (Bottom-Right)	  	JAC	  	MOLDOVA	  	004463	  	3037
						
	271.	  	Jantzen (Stylized Script)	  	JAP	  	MONACO	  		  	R97.18418
						
	272.	  	Diving Girl Design (Left)	  	JAP	  	MONACO	  		  	R97.18419
						
	273.	  	J Stylized	  	JAC	  	MONGOLIA	  		  	
						
	274.	  	Jantzen & Diving Girl Design	  	JAC	  	MONGOLIA	  		  	
						
	275.	  	Diving Girl Design	  	JAC	  	MONGOLIA	  		  	
						
	276.	  	Jantzen (Block Letters)	  	JAC	  	MONGOLIA	  	3337	  	3150
						
	277.	  	Diving Girl Design (Right)	  	JAP	  	MOROCCO	  		  	29872
						
	278.	  	Jantzen	  	JAP	  	MOROCCO	  		  	29871

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-189










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	279.	  	Jantzen & Diving Girl Design	  	JAP	  	MOROCCO	  	74.419	  	74.419
						
	280.	  	Diving Girl Design (Left)	  	JAC	  	MYANMAR	  		  	1160/1964
						
	281.	  	Jantzen	  	JAC	  	MYANMAR	  		  	1159/1964
						
	282.	  	Diving Girl Design (Left-Inverted)	  	JAC	  	NAMIBIA	  		  	50/2156
						
	283.	  	Jantzen (Stylized)	  	JAC	  	NAMIBIA	  		  	2157/50
						
	284.	  	Diving Girl Design (Left)	  	JAC	  	NETHERLAND ANTILLES	  		  	5570
						
	285.	  	Jantzen	  	JAC	  	NETHERLAND ANTILLES	  		  	5569
						
	286.	  	Janskin	  	JAC	  	NEW ZEALAND	  		  	B120901
						
	287.	  	Jantzen	  	JAC	  	NEW ZEALAND	  	212116	  	212116
						
	288.	  	Jantzen	  	JAC	  	NEW ZEALAND	  	44407	  	44407
						
	289.	  	Jantzen	  	JAC	  	NEW ZEALAND	  		  	B32426
						
	290.	  	Old Diving Girl (Right)	  	JAC	  	NEW ZEALAND	  	44409	  	44409
						
	291.	  	Electric Beach Stylized and Design	  	JAC	  	NEW ZEALAND	  	215117	  	215117
						
	292.	  	Diving Girl Design (Left)	  	JAC	  	NICARAGUA	  		  	7152
						
	293.	  	Jantzen	  	JAC	  	NICARAGUA	  		  	7153

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-190










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	294.	  	Jantzen (Stylized) and Diving Girl (Bottom- Right)	  	JAC	  	NIGERIA	  		  	7610
						
	295.	  	Jantzen (Stylized)	  	JAC	  	NORWAY	  		  	43636
						
	296.	  	J Stylized	  	JAC	  	NORWAY	  		  	118.339
						
	297.	  	Diving Girl Design (Left)	  	JAC	  	NORWAY	  		  	43907
						
	298.	  	Diving Girl Design (Left)	  	JAC	  	OMAN	  	15455	  	
						
	299.	  	Jantzen	  	JAC	  	OMAN	  	15454	  	
						
	300.	  	Diving Girl Design (Left)	  	JAC	  	PAKISTAN	  		  	4959
						
	301.	  	Jantzen (Stylized)	  	JAC	  	PAKISTAN	  		  	4958
						
	302.	  	Diving Girl Design (Right)	  	JAC	  	PANAMA	  		  	3899
						
	303.	  	Jantzen	  	JAC	  	PANAMA	  		  	3898
						
	304.	  	Jantzen (Stylized Print) and Diving Girl (Overlapping Right)	  	JAC	  	PAPUA NEW GUINEA	  		  	A2277R
						
	305.	  	Jantzen	  	JAC	  	PARAGUAY	  		  	202868
						
	306.	  	Diving Girl Design (Left)	  	JAC	  	PARAGUAY	  		  	207307
						
	307.	  	Jantzen	  	JAC	  	PARAGUAY	  		  	219484
						
	308.	  	Diving Girl Design (Left)	  	JAC	  	PERU	  		  	22638
						
	309.	  	Jantzen (Stylized)	  	JAC	  	PERU	  		  	22637

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-191










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	310.	  	J Stylized	  	JAC	  	PERU	  		  	53146
						
	311.	  	Jantzen	  	JAC	  	PHILIPPINES	  	102244	  	
						
	312.	  	Diving Girl Design (Slant Right)	  	JAC	  	PHILIPPINES	  	102245	  	4-1995-104516
						
	313.	  	Jantzen	  	JAC	  	PHILIPPINES	  	107775	  	
						
	314.	  	Diving Girl Design (Right)	  	JAC	  	PHILIPPINES	  	121011	  	
						
	315.	  	Jantzen (Stylized Print)	  	JAC	  	POLAND	  	Z-109497	  	76 923
						
	316.	  	Jantzen (Stylized)	  	JAC	  	POLAND	  		  	42536
						
	317.	  	Diving Girl Design (Right)	  	JAC	  	POLAND	  		  	42537
						
	318.	  	Diving Girl Design (Slanted Left)	  	JAC	  	POLAND	  	Z109496	  	80204
						
	319.	  	Diving Girl Design (Left)	  	JAC	  	POLAND	  	202391	  	202391
						
	320.	  	J Stylized	  	JAC	  	PORTUGAL	  	262733	  	262733
						
	321.	  	Jantzen (Stylized Block), and Diving Girl Design	  	JAC	  	PORTUGAL	  	165093	  	165093
						
	322.	  	Jantzen	  	JAC	  	PORTUGAL	  	203962	  	203962
						
	323.	  	Jantzen (Stylized Script)	  	JAC	  	PUER	  		  	11702
						
	324.	  	Diving Girl Design (Left)	  	JAC	  	PUER	  		  	11701
						
	325.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	ROMANIA	  		  	12984

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-192










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	326.	  	Jantzen	  	JAC	  	RUSSIAN FEDERATION	  		  	29987
						
	327.	  	Diving Girl Design (Bottom)	  	JAC	  	RUSSIAN FEDERATION	  		  	29988
						
	328.	  	Jantzen (Stylized) and Diving Girl (Bottom-Right)	  	JAC	  	SABA	  		  	S/5548
						
	329.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	SAINT KITTS AND NEVIS	  		  	3096
						
	330.	  	Diving Girl Design (Slant Right)	  	JAC	  	SAINT LUCIA	  		  	33/66
						
	331.	  	Jantzen	  	JAC	  	SAINT LUCIA	  		  	34/66
						
	332.	  	Jantzen	  	JAC	  	SARA	  		  	SAR/6315
						
	333.	  	Diving Girl Design (Left)	  	JAC	  	SARA	  		  	SAR/6314
						
	334.	  	Jantzen	  	JAC	  	SAUDI ARABIA	  		  	158/19
						
	335.	  	Jantzen (Print) and Girl Design Left	  	JAC	  	SEYCHELLES	  		  	751
						
	336.	  	Diving Girl Design (Left)	  	JAC	  	SEYCHELLES	  		  	777
						
	337.	  	Jantzen	  	JAC	  	SEYCHELLES	  		  	776
						
	338.	  	Jantzen (Stylized) and Diving Girl (Bottom-Right)	  	JAC	  	SIERRA LEONE	  		  	3810
						
	339.	  	Diving Girl Design (Left)	  	JAC	  	SINGAPORE	  	9731/94	  	B9731/94

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-193










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	340.	  	Jantzen	  	JAC	  	SINGAPORE	  		  	27574
						
	341.	  	Diving Girl Design (Slant Right)	  	JAC	  	SINGAPORE	  		  	27573
						
	342.	  	Jantzen	  	JAC	  	SINGAPORE	  	9730/94	  	9730/94
						
	343.	  	Jantzen (Stylized)	  	JAC	  	SLOVAKIA	  		  	154777
						
	344.	  	Diving Girl Design (Slant Right)	  	JAC	  	SLOVAKIA	  		  	154565
						
	345.	  	Jantzen	  	JAC	  	SLOVENIA	  	Z-6080313	  	6080313
						
	346.	  	Diving Girl Design (Left)	  	JAC	  	SLOVENIA	  	Z-6080314	  	6080314
						
	347.	  	Diving Girl Design (Right)	  	JAC	  	SOLOMON ISLANDS	  		  	1692
						
	348.	  	Jantzen	  	JAC	  	SOLOMON ISLANDS	  		  	1691
						
	349.	  	J Stylized	  	JAC	  	SPAIN	  	1,039,607	  	1,039,607
						
	350.	  	Jantzen (Stylized)	  	JAC	  	SPAIN	  	271,743	  	271,743
						
	351.	  	Diving Girl Design (Left)	  	JAC	  	SPAIN	  	430,729	  	430,729
						
	352.	  	Diving Girl and Globe in Crest Device	  	JAC	  	SPAIN	  	375,543	  	375,543
						
	353.	  	Diving Girl Design (Right)	  	JAC	  	SPAIN	  	271,744	  	271,744
						
	354.	  	Jantzen	  	JAC	  	SPAIN	  	430,728	  	430,728
						
	355.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAP	  	SRI LANKA	  		  	46225

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-194










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	356.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	SUDAN	  	20217	  	20217
						
	357.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	SURINAME	  		  	11269
						
	358.	  	J Stylized	  	JAC	  	SWEDEN	  	8302358	  	188332
						
	359.	  	Diving Girl Design (Right)	  	JAC	  	SWEDEN	  	69336	  	69336
						
	360.	  	Jantzen (Fanciful Script) and Old Diving Girl Design	  	JAC	  	SWEDEN	  	31608	  	31608
						
	361.	  	Jantzen	  	JAC	  	SWEDEN	  	121706	  	121706
						
	362.	  	Jantzen (Stylized Block) and Diving Girl Design	  	JAC	  	SWEDEN	  	167072	  	167072
						
	363.	  	Diving Girl Design (Right)	  	JAC	  	SWITZERLAND	  		  	135542
						
	364.	  	J Stylized	  	JAC	  	SWITZERLAND	  		  	325,169
						
	365.	  	Jantzen (Stylized)	  	JAC	  	SWITZERLAND	  		  	385,621
						
	366.	  	Diving Girl Design (Right)	  	JAC	  	SWITZERLAND	  		  	385,620
						
	367.	  	Jantzen (Stylized)	  	JAC	  	SYRIA	  		  	7723
						
	368.	  	Jantzen and Diving Girl Device	  	JAC	  	SYRIA	  		  	
						
	369.	  	Diving Girl Design (Left)	  	JAC	  	SYRIA	  		  	7724

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-195










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	370.	  	Jantzen	  	JAC	  	TAIWAN	  	80050132	  	590387
						
	371.	  	J (Stylized) International Sports Club Jantzen	  	JAC	  	TAIWAN	  	87005831	  	888313
						
	372.	  	Jantzen (Stylized Script)	  	JAC	  	TAIWAN	  		  	9477
						
	373.	  	Jantzen	  	JAC	  	TAIWAN	  	83068674	  	698713
						
	374.	  	Jantzen In Chinese Characters Pronounced Tien-Jen	  	JAC	  	TAIWAN	  		  	513181
						
	375.	  	Diving Girl Design (Left)	  	JAC	  	TAIWAN	  	83068673	  	698712
						
	376.	  	Jantzen Clean Water & Diving Girl Device	  	JAC	  	TAIWAN	  	87010612	  	870358
						
	377.	  	Jantzen in Chinese Characters Pronounced Zan Chen	  	JAC	  	TAIWAN	  		  	53874
						
	378.	  	Diving Girl Design (Slant Right)	  	JAC	  	TAIWAN	  		  	9476
						
	379.	  	Diving Girl and Globe in Crest Device	  	JAC	  	TAIWAN	  		  	54234
						
	380.	  	Jantzen (Stylized Print) and Diving Girl (Top)	  	JAC	  	TAIWAN	  	80050844	  	590391
						
	381.	  	J (Stylized) International Sports Club Jantzen	  	JAC	  	TAIWAN	  	87005832	  	846126

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-196










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	382.	  	Diving Girl (Bottom-Right)	  	JAC	  	TAJIKISTAN	  	95002775	  	1900
						
	383.	  	Jantzen	  	JAC	  	TAJIKISTAN	  	95002776	  	1901
						
	384.	  	Jantzen	  	JAC	  	TANG	  		  	5862
						
	385.	  	Diving Girl Design (Left)	  	JAC	  	TANG	  		  	5863
						
	386.	  	Jantzen	  	JAC	  	TCYP	  		  	359
						
	387.	  	Jantzen	  	JAC	  	TCYP	  		  	361
						
	388.	  	Diving Girl Design (Right)	  	JAC	  	TCYP	  		  	360
						
	389.	  	Diving Girl Design (Right)	  	JAC	  	THAILAND	  		  	KOR7211
						
	390.	  	Jantzen (Stylized Print) and Diving Girl (Overlapping Right)	  	JAC	  	THAILAND	  	260685	  	KOR56804
						
	391.	  	Jantzen (Stylized Print) and Diving Girl (Overlapping Right)	  	JAC	  	THAILAND	  	2606834	  	KOR24157
						
	392.	  	Jantzen	  	JAC	  	THAILAND	  		  	KOR7210
						
	393.	  	Diving Girl Design (Slant Right)	  	JAC	  	TRAN	  	89/1015	  	89/1015
						
	394.	  	Jantzen	  	JAC	  	TRAN	  		  	58/1349
						
	395.	  	Diving Girl Design (Left)	  	JAC	  	TRINIDAD AND TOBAGO	  		  	4728

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-197










											
	 ITEM
	  	 MARK
	  	 GRANTOR
	  	 COUNTRY
	  	 APPLICATION
[SERIAL] NO.
	  	 REGISTRATION NO.

	396.	  	Jantzen	  	JAC	  	TRINIDAD AND TOBAGO	  		  	4727
						
	397.	  	Diving Girl Design (Left)	  	JAC	  	TUNISIA	  		  	EE95.0555
						
	398.	  	Jantzen	  	JAC	  	TUNISIA	  		  	EE95.0556
						
	399.	  	Diving Girl Design (Left)	  	JAC	  	TURKEY	  		  	102599
						
	400.	  	Jantzen	  	JAC	  	TURKEY	  		  	102415
						
	401.	  	Diving Girl Design (Bottom)	  	JAC	  	TURKMENISTAN	  	1(3661)	  	3460
						
	402.	  	Jantzen	  	JAC	  	TURKMENISTAN	  	1(3660)	  	3459
						
	403.	  	Jantzen	  	JAC	  	TUVALU	  		  	818
						
	404.	  	Diving Girl Design (Slant Right)	  	JAC	  	TUVALU	  		  	819
						
	405.	  	Diving Girl Design (Left)	  	JAC	  	UNITED ARAB EMIRATES	  	22264	  	
						
	406.	  	Jantzen	  	JAC	  	UNITED ARAB EMIRATES	  	22263	  	22052

 PEI=Perry Ellis International, Inc. 

PEIL=PEI Licensing, Inc. 
 JAC=Jantzen Apparel
Corp. 

  
 B-198









 LICENSED TRADEMARKS 

 

									
	 Name of Licensor
	  	 Licensed Marks
	  	 Licensed Products
	  	 Territory
	  	 Expiration Date

	Nautica Apparel, Inc	  	Nautica Stylized Mark and J Class symbol.	  	Men’s and Women’s knit shirts, woven shirts, sweaters, outerwear, bottoms, non leather bags and sports caps.	  	United States of America, its territories and possessions including Guam and Puerto Rico and Canada.	  	Dec. 31, 2004
					
	George Weintraub & Sons	  	“Andrew Fezza”, “FEZZA by Andrew Fezza and “designed by Andrew Fezza”.	  	Dress Shirts, Pants, Sports Shirts and Sweaters.	  	United States of America, its territories and possessions.	  	Jun 30, 2003
					
	Karsten Manufacturing Corp.	  	PING AND MR. PING	  	Men’s and Boy’s Knitwear, Woven Shirts, Sweaters, Pullovers, Outerwear, Bottoms, Fleece and Headwear.	  	Worldwide excluding Japan.	  	Dec 31, 2004
					
	Salant Corporation	  	Perry Ellis, Perry Ellis Portfolio and Perry Ellis America.	  	Golf Brand to the “Golf Market”.	  	US	  	N/A
					
	Salant Corporation	  	Perry Ellis and Perry Ellis Portfolio.	  	“ASI Market”	  	US	  	N/A


  
 B-199










									
	Tommy Hilfiger Licensing, Inc.	  	TOMMY HILFIGER TOMMY JEANS FLAG/LOGO DESIGN, CREST DESIGN, TOMMY TOMMY GIRL HILFIGER ATHLETICS FLAG IN MOTION DESIGN	  	Female swimwear and related cover-ups for Misses and Juniors	  	United States of America and Canada	  	Dec. 31, 2005
					
	NIKE USA Inc.	  	NIKE	  	Women’s and Girl’s Tank Swimsuits, Two-Piece Swimsuits and Racing Swimsuits, Men’s and Boy’s Racing Swimsuits, accessories and swim apparel for sale to team
dealers, swim specialty stores and swim areas in sporting goods stores and select better department stores.	  	United States, Bermuda, The Bahamas, The Cayman Islands, Jamaica, The Dominican Republic, The British Virgin Islands, The Netherlands Antilles, Antigua and Barbuda, St. Kitts-Nevis,
St. Vincent and the Grenandines, St. Lucia, Barbados, Aruba	  	May 31, 2006
					
		  	Nike Check (Check Only)	  		  	All territories listed for Nike mark	  	
					
		  	Nike with Check	  		  	United States, St. Vincent and the Grenadines	  	


  
 B-200









 Item# 15 – Litigation 
 Legal Responses 
  

	 	1)	Breier & Sief, P.A. 

  

	 	2)	Broad & Cassel 

  

	 	3)	Parker, Poe, Adams’ & Bernstein L.L.P. 

  

	 	4)	Adorno & Zeder 

  

	 	5)	Podhurst Orseck Josefsberg Eaton Meadow Olin & Perwin, P.A. 

  

	 	6)	Bereskin & Parr 

  

	 	7)	Sarah Steinbaum, P.A. 

  

	 	8)	Friedman, Wang & Bleiberg, P.C. 

  

	 	9)	Hall David And Joseph, P.A. 

  

	 	10)	Fross Zelnick Lehrman & Zissu, P.C. 


  
 B-201










					
	 	 	Law Offices	 	 
			
		 	BREIER AND SEIF, P.A.	 	
			
		 	SUITE 1125	 	
			
		 	2800 PONCE DE LEON BOULEVARD	 	
			
		 	CORAL GABLES, FLORIDA 33134-6919	 	West Palm Beach Office
			
	ROBERT G. BREIER	 	TELEPHONE (305) 445-0707	 	515 NORTH FLAGLER DRIVE
			
	EVAN D. SEIF	 	FACSIMILE (305) 445-2728	 	NORTHBRIDGE CENTRE, SUITE 910
			
	ALISON P. HERMAN	 		 	WEST PALM BEACH, FL 33401-4325
			
	ADAM J. SILVERMAN	 		 	TELEPHONE (561) 659-7005
			
	STEVEN J. SCHERMER	 	February 13, 2002	 	
			
	 Of Counsel
	 		 	
	DARYL B. CRAMER	 		 	

 Deloitte & Touche, LLP 
 Attention: Mr. Sergio Mañas 
 200 S. Biscayne Boulevard 

Suite 400 
 Miami, Florida 33131-9985 

Re: Perry Ellis International. Inc. 
 Gentlemen: 
 By letter dated December 20, 2001, Perry Ellis International, Inc. (the
“Company”') has requested that we furnish you with certain information in connection with your examination of the financial statements of the Company as of January 31, 2002, and for the year then ended. 

Our engagement by the Company during the period relevant to your examination has been limited to specific matters to which we were consulted by the
Company, and, there may exist matters of a legal nature that could have a bearing on the Company’s financial condition with respect to which we have not been consulted. 
 We have not been engaged to give substantive legal attention to, or represent the Company, in connection with any materially threatened litigation (as defined in paragraph 5 of the Statement of Policy
referred to below), or any pending litigation. As a result, we are in no position to comment on any pending or threatened litigation, or unasserted claims and/or assessments, except in connection with pending litigation involving R.H. Moysey &
Company (the “Moysey litigation”). The Moysey litigation involves a claim made by the Company against a former administrator of its 401(k) plan. You should already be aware of this. If you need any additional information contact the
undersigned regarding this matter. 
 In accordance with the Company’s request, please be advised that as of this date, $1,775 is due to us
from the Company for the period ending January 31, 2002. 
 The Company has advised us that, by making the request set forth in this letter
to us, the Company does not intend to waive the attorney/client or accountant privileges with respect to any information which the Company has furnished to us or to you. Moreover, please be advised that our response to you shall not be construed in
any way to constitute a waiver of the protection of the attorney work-product privilege with respect to any of our files involving the Company. 

  
 B-202










 Deloitte & Touche, LLP 
 Attention: Mr. Sergio Mañas 
 February 13, 2002 - Page 2 

Re: Perry Ellis International, Inc. 
  

 This response is limited by and in accordance with the American Bar Association Statement of Policy
Regarding Lawyers’ Responses to Auditors’ Requests for Information. Without limiting the generality of the foregoing, the limitations set forth in such Statement of Policy on the scope and the use of this response are specifically
incorporated herein by reference, and any description herein of any “loss contingencies” is qualified in its entirely by the Statement of Policy and the accompanying Commentary (which is an integral part of the Statement of Policy).

 As requested by the Company, this will confirm that if we have formed the conclusion that there are unasserted claims and/or assessments that
might have an unfavorable reflection on the Company’s financial statement, we will advise the Company and consult with the Company, and its officers, regarding the question of such disclosures and the applicable requirements of Statement of
Financial Accounting Standards No. 5. 
 This letter is solely for your information in connection with your examination of the accounts of
the Company as of January 31, 2002, and is not to be quoted in whole or in part or otherwise referred to in any financial statements of the Company or in any related document, nor is it to be filed with any governmental agency or used for any
other purpose, without our prior written consent Notwithstanding the foregoing, this letter may be furnished to others in compliance with court process or in connection with any challenge regarding your audit by the Company or a regulatory agency,
provided that this firm is given written notice of the circumstances at least twenty (20) days before this letter is to be so furnished to others or as long in advance as possible if the situation does not permit such period of notice.

  

			
	Very truly yours,
	
	 BREIER AND SEIF, P.A.

		
	By:	 	 /s/ ROBERT G. BREIER

		 	ROBERT G. BREIER



  
 B-203










 

 

 March 18, 2002 
 VIA U.S. MAIL AND FACSIMILE 
 Deloitte & Touche, LLP 

200 South Biscayne Boulevard 
 Suite 400

 Miami Florida 33131-9985 
  

							
	Attn:	  	Mr. Sergio Manas	  	
				
		  	Re:	  	 Perry Ellis International, Inc. and the following Subsidiaries:
 Supreme Munsingwear Canada, Inc. 
 Supreme International Corporation de Mexico
S.A. de C.V.
	  	

 Ladies and Gentlemen: 
 By letter dated December 20, 2001, Rosemary B. Trudeau, Vice President of Finance of Perry Ellis International, Inc. (together with the referenced subsidiaries above, collectively, the
“Company”), requested us to furnish you with certain information in connection with your examination of the accounts of the Company as of January 31, 2002. 
 While this firm represents the Company on a regular basis, our engagement has been limited to specific matters as to which we were consulted by the Company. 

Subject to the foregoing and to the last paragraph of this letter, we advise you that since February 1, 2001, we have not been
engaged to give substantive attention to, or to represent the Company in connection with, any material loss contingencies coming within the scope of clause (a) of Paragraph 5 of the Statement of Policy referred to in the last paragraph of this
letter, except as follows; 
 In the ordinary course of the Company’s business, the Company retains us, from time to time,
to pursue its claims against third parties whom it believes are infringing its trademarks. In addition, the Company also retains us to defend any challenges made by third-parties to its trademark registrations or use. 

We note that in its letter to us dated December 20, 2001, the Company did not specify any matters contemplated by clauses
(b) or (c) of Paragraph 5 of the ABA Statement of Policy. Therefore, we are not giving any opinion with respect to any contractually assumed obligation or any unasserted possible claim or assessment. 

MIA1\CORPSEC\258201.1 
 18923/0001 

  
 B-204










 Deloitte & Touche, LLP 
 March 18, 2002 
 Page 2 

 

 As of January 31, 2002, the Company was indebted to us in the amount of $21,22731
for services rendered and expenses. As a matter of firm policy, we do not estimate unbilled fees. 
 The information set forth
herein is as of March 12, 2002, the date on which we commenced our internal review procedures for purposes of preparing this response, except as otherwise noted, and we disclaim any undertaking to advise you of changes which thereafter may be
brought to our attention. 
 This response is limited by, and in accordance with, the ABA Statement of Policy Regarding Lawyers'
Responses to Auditors' Requests for Information (December, 1975); without limiting the generality of the foregoing, the limitations set forth in such Statement on the scope and use of this response (Paragraphs 2 and 7) are specifically incorporated
herein by reference, and any description herein of any "loss contingencies" is qualified in its entirety by Paragraph 5 of the Statement and the accompanying Commentary (which is an integral part of the Statement). Consistent with the last sentence
of Paragraph 6 of the ABA Statement of Policy and pursuant to the Company's request, this will confirm as correct the Company's understanding as set forth in its audit inquiry letter to us dated December 20, 2001, that whenever, in the course
of performing legal services for the Company with respect to a matter recognized to involve an unasserted possible claim or assessment that may call for financial statement disclosure, we have formed a professional conclusion that the Company must
disclose or consider disclosure concerning such possible claim or assessment, we, as a matter of professional responsibility to the Company, will so advise the Company and will consult with the Company concerning the question of such disclosure and
the applicable requirements of Statement of Financial Accounting Standards No. 5. 
  

	
	Sincerely,
	
	BROAD AND CASSEL
	/s/ BROAD AND CASSEL


  

	cc:	Ms. Rosemary E. Trudeau, Perry Ellis International, Inc. 


 

 

 MIA1\CORPSEC\258201.1 
 18923/0001 

  
 B-205










					
	 	 	



	  	 
	William L. Rikard, Jr.	 	  	Three Wachovia Center
	Partner	 		  	401 South Tryon Street
	Telephone: 704.335.9011	 		  	Suite 3000
	Direct Fax: 704.335.9689	 		  	Charlotte, NC 28202
	williamrikard@parkerpoe.com	 		  	Telephone 704.372.9000
		 		  	Fax 704.334.4706
		 		  	www.parkerpoe.com
		 	March 7, 2002	  	

 Deloitte & Touche LLP 
 200 South Biscayne Blvd. 
 Suite 400 Miami, FL 33131 

ATTN: Ivan Habibe 
  

	 	Re:	Perry Ellis International, Inc. 


Dear Mr. Habibe: 

Ms. Rosemary B. Trudeau, Vice President of Finance of Perry Ellis International, Inc. (the “Company”), has, by letter
dated March 2, 2001, requested that we furnish you with certain information in connection with your examination of the Company’s financial statements as of December 31, 2000, and as of the date of this letter. 

Our representation has been limited to specific matters as to which we were consulted by the Company. The information set forth herein is
as of March 2, 2001 (the “Effective Date”), except as otherwise noted, and we disclaim any undertaking to advise you of changes which may thereafter be brought to our attention. 

Subject to the foregoing and to the penultimate paragraph of this letter, we advise you that as of December 31, 2000 and through the
effective date, we were not engaged to give substantive attention to, or represent the Company in connection with, loss contingencies coming within the scope of clause (a) Paragraph 5 of the Statement of Policy referred to in the next to the
last paragraph of this letter except as follows: 
 We are currently representing the Company in a lawsuit filed against it by
Paul Lavitt Mills, Inc. (“Lavitt”) in the United States District Court for the Western District of North Carolina. Lavitt commenced this lawsuit against the Company with the filing of a Complaint in the Superior Court for Catawba County on
or about September 15,2000. Isaco International (“Isaco) is also a defendant in this action. Lavitt alleges in this lawsuit that the Company breached a purported contract allegedly formed between the Company and Lavitt for the manufacture
and sale of hosiery under Perry Ellis’ Natural Issue® trademark. Lavitt has not disclosed in discovery the amount of alleged damages at issue. 
  

					
		  		  	COLUMBIA, SC
RALEIGH, NC
SOUTHPARK
SPARTANBURG, SC


  
 B-206










 Deloitte & Touche LLP 
 March 22, 2001 
 Page 2 

 

 In October 2000, the defendants removed the case to federal court. The Company answered
the Complaint, generally denying the allegations, and asserted counterclaims against Lavitt for trademark infringement under the Lanham Act and common law, for unfair trade practices under North Carolina General Statute §75.1.1 et.
seq. and for tortious interference with the Company's contract with Isaco. Isaco has also filed a counterclaim against Lavitt. The parties are in the early stages of pre-trial discovery. The Company denies the allegations in the Complaint,
believes it has meritorious defenses and is prepared to vigorously defend its actions in this matter. 
 We understand that the
Company * in the State of Florida and that it is represented by Ms. Kimberly Kolback, Esq. in *. We refer you to Ms. Kolback for matters related to *. 
 The Company has paid all outstanding invoices owed to this firm as of December 31, 2000. 
 This response is limited by and in accordance with ABA Statement of Policy Regarding Lawyers' Responses to Auditors' Request for Information (December, 1975). Without limiting the generality of the
foregoing, the limitations set forth in such Statement on the scope and use of this response (Paragraphs 2 and 7) are specifically incorporated herein by reference, and any description herein of any pending or threatened litigation is qualified in
its entirety by Paragraph 5 of the Statement and the accompanying Commentary, which is an integral part of the Statement. Consistent with the last sentence of Paragraph 6 of the ABA Statement of Policy, and pursuant to the Company's request, this
will confirm as correct the Company's understanding as set forth in its audit inquiry letter to us that whenever, in the course of performing legal services for the Company and its subsidiaries with respect to a matter recognized to involve an
unasserted possible claim or assessment that may call for financial statement disclosure, we have formed a professional conclusion that the Company must disclose or consider disclosing concerning such possible claim or assessment, we, as a matter of
professional responsibility to the Company, will so advise the Company and will consult with the Company concerning the question of such disclosure and the applicable requirements of Statement of Financial Accounting Standards No. 5.

 This letter is furnished solely for your information and assistance in connection with your examination of the financial
statements of the Company. Unless the prior written consent of the firm is obtained, this letter is not to be quoted or otherwise referred to in any financial statements or related documents, nor filed with nor furnished to any governmental agency
or any other person. 
  

			
	Very truly yours,
	
	PARKER, POE, ADAMS & BERNSTEIN L.L.P.
		
	By:	 	 /s/ Willam L. Rikard, Jr.

		 	Willam L. Rikard, Jr.


 WLRjr/skt 

	cc:	Ms. Rosemary Trudeau 

 CLT:527892.1

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  
 B-207










 

 


	
	 2601 SOUTH BAYSHORE DRIVE
 SUITE 1500
 MIAMI, FLORIDA 33133

TELEPHONE (305) 858-5555
 www.adorno.com


  

					
	 VIA FACSIMILE
 (305)
960-1424
 AND MAIL
	  		  	 FACSIMILE
 (303) 858-4777


 March 18, 2002 

Deloitte & Touche, LLP 
 Certified
Public Accountants 
 200 South Biscayne Boulevard 
 Suite 400 
 Miami, Florida 33131-9985 
 Attn: Sergio Manas 
 Perry Ellis International 

Ladies and Gentlemen: 
 By
facsimile of March 18, 2002, Perry Ellis International (the “Company”), has requested us to provide you with certain information as of January 31, 2002, and for the period from that date to date of this letter in connection with
your examination of the Company’s financial statements. This letter responds to that request. 
 Our response is directed
only to matters which have been given substantive attention by us in the form of legal consultation and, where appropriate, legal representation. We have not made an independent review of any of the Company’s transactions or contractual
arrangements for purposes of this response. We assume no responsibility or obligation to amend or update the information contained herein. 
 Subject to the foregoing, we advise you that, as of January 31, 2002, we did not represent, and since that date we have not represented, the Company in connection with any pending or threatened
material litigation, controversies or claims. 
 * * * 
 We confirm that if in the course of our professional representation of the Company we form a professional opinion that the Company should consider disclosure in its financial statements, or otherwise,
with respect to any matter involving material contingent liabilities, we will so advise the Company. If requested, we will also consult with the Company concerning any such matter. As to the applicability, interpretation and meaning of Statement of
Financial Accounting Standards Board No. 5, we have suggested that the Company consult with its auditors. 

FORT
LAUDERDALE        —        WEST PALM BEACH 

  
 B-208










 Deloitte & Touche, LLP 
 March 18, 2002 
 Page 2 

 

 As of January 31, 2002, the Company was indebted to us for billed fees and expenses
in the amount of $1,152.68, and unbilled fees and expenses in the amount of $2,008.85, for a total indebtedness of $3,161.53. 

This letter is solely for your information, to assist you in connection with your audit of, and report with respect to, the financial
condition of the Company, and is not to be quoted or otherwise referred to in any financial statements of the Company or related documents, nor is it to be filed with or furnished to any governmental agency or person without the prior written
consent of this firm. 
  

	
	Sincerely,
	
	/s/ Adorno & Zeder, P. A.
	Adorno & Zeder, P. A.


  

	cc:	Rosemary B. Trudeau, 

 Vice
President of Finance 
 MOR/018078.0001/M1012193_1/3/18/02 05:00 PM 

 

 


  
 B-209










					
		  	 LAW OFFICES
 PODHURST ORSECK JOSEFSBERG EATON
 MEADOW OLIN & PERWIN, P.A.

CITY NATIONAL BANK BUILDING, SUITE 800
 25 WEST FLAGLER STREET
	  	
	 AARON S. PODHURST
 ROBERT
ORSECK (1934-1978)
 ROBERT C. JOSEFSBERG

JOEL D. EATON
 BARRY L. MEADOW

MICHAEL S. OLIN
	  	 MIAMI, FLORIDA 33130-1780
 _______________
  
 TELEPHONES
 MIAMI (305) 358-2800

PORT LAUDERDALE (954) 463-4348
	  	 FAX (305) 366-2382
 WALTER H. BECKHAM, JR.
 KAREN PODHURST DEAN

OF COUNSEL

	 JOEL S. PERWIN
 STEVEN C.
MARKS
 VICTOR M. DIAZ, JR.
 KATHERINE
W. EZELL
 XAVIER MARTINEZ
 STEPHEN F.
ROSENTHAL
	  	 March 2, 2002
  
	  	

 Deloitte & Touche LLP 
 Attention: Sergio Manas 
 200 South Biscayne Boulevard 

Suite #400 
 Miami, FL 33131-9985 

 

	Re:	Perry Ellis International 

 Gentlemen:

 We have been asked to furnish you certain information with respect to Perry Ellis International and its referenced
subsidiaries, collectively the “Company” as of January 31, 2002 and as of the date of this letter. We call your attention to the fact that our engagement by the Company during the past year has been limited to specific matters as to
which we were consulted. There may be many matters of a legal nature that could have a bearing on the financial condition of the Company about which we have not been consulted. Our response then in all respects is limited to those matters on which
the Company has requested our advice. 
 In the preparation of this response, our procedures have been limited to inquiring,
only from those attorneys currently practicing law in our law firm who provided to the Company or its referenced subsidiaries substantive attention (as hereafter defined), whether they were aware of pending litigation or of any overtly threatened
litigation likely to be filed. We define the term “substantive attention” as the expenditure by a single attorney in the performance of legal services on behalf of our law firm of more than ten hours of recorded billable time during the
Company’s last fiscal year. 
 The term “pending litigation” is limited to actions pending in a State or Federal
court or arbitration proceedings. It does not include administrative investigations or proceedings or other potential liabilities. 

  
 B-210










 
Page Two 
 March 2, 2002 
 Deloitte & Touche LLP 
  

 We consider that the term “threatened litigation” refers to matters in which a
potential claimant has manifested to management or to counsel an awareness of and present intention to assert a possible claim and does not include unasserted claims or assessments. 

Our response is limited to matters involving our professional engagement as attorneys for the Company and does not include information
received in any other role. We make no representation of the adequacy of our procedures for your purposes. Furthermore, we have made no independent review of any of the transactions, files or contractual arrangements of the Company or its referenced
subsidiaries for purposes of this response. 
 In those instances in which we have given an opinion below that the case should
be disposed of favorably to the Company, this represents our judgment based on the facts presently known. There is no assurance that a substantial liability may not be incurred. In giving this opinion, we intend to indicate only that we consider it
more likely than not that any material portion of such claims should be defeated. 
 Subject to the limitations heretofore and
hereafter set forth in this letter we advise you as follows: 
 1. As of January 31, 2002, there was $9,176.99 owing to us
by the Company. 
 This will confirm that whenever in the course of performing legal services for the Company or any of its
referenced subsidiaries with respect to a matter recognized to involve an unasserted possible claim or assessment and to which we have given substantive attention, and we have been specifically requested in writing by the Company to form and have in
fact formed a professional conclusion regarding the claim, we will advise the Company whenever possible whether the assertion of a claim is probable and evaluate the likelihood of an unfavorable outcome. 

This firm has not been requested to form and specifically has not formed any conclusion or rendered any legal advice to the Company
pursuant to Financial Accounting Standard No. 5, as to the necessity for disclosing unasserted possible claims or the materiality of any such unasserted claims to the Company’s financial condition. 

 

 


  
 B-211










 Page Three 
 March 2, 2002 
 Deloitte & Touche LLP 

 

 Subject to the foregoing, we confirm to you that as of today, we have been engaged to
give substantive attention to or represent the Company in connection with the following threatened litigation: 
  

					
	1.	  	 UNITED STATES DISTRICT COURT
 SOUTHERN DISTRICT OF FLORIDA
 CASE NO. 00-2700-CIV-LENARD/TURNOFF

 
 PERRY ELLIS INTERNATIONAL, INC.,

f/k/a SUPREME INTERNATIONAL, INC., vs.
 PREMIUMWEAR/INC., a Minnesota corporation,
 f/k/a MUNSINGWEAR, INC.,
	 	

 On June 30, 2000, this firm filed suit on behalf of Perry Ellis International against
PremiumWear, Inc. alleging breach of a Right of First Refusal Agreement regarding certain excluded Munsingwear trademarks and licenses. The complaint alleges breach of contract on the part of PremiumWear by failing to keep Perry Ellis advised of
efforts to sell all or any part of the excluded trademark and licenses and breach of an implied covenant of good faith and fair dealing. On January 29, 2001, the complaint was amended to include claims against New England Business Services,
Inc., which purchased the excluded trademarks and licenses from PremiumWear as part of a tender offer for all of the outstanding shares of the company. 
 Discovery in this case is ongoing. Undersigned counsel has * as to * on these claims. No counterclaim has been asserted to date. 
 We express no opinion with respect to contingent liabilities (except as may be specifically set forth in this letter) or as to matters not specifically referred to herein, and under no circumstances are
you to infer from anything stated or not stated herein any such opinion. The information set forth in this letter is given as of January 31, 2002, and as of the date of this letter, and we assume no obligation to advise you of changes or
additions which may hereafter be brought to our attention. This response is further limited, where not inconsistent, by the ABA Statement of 

 

 

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  
 B-212










			
	 	 	




		
		 	 Barristers and Solicitors/Patent and Trade Mark Agents
 Practice Restricted to Intellectual Property Law

		
	March 12, 2002	 	 Timothy J. Sinnott B.S., M.Sc. (Phys.), LL.B.
 416 957 1894 tsinnott@bereskinparr.com

		
	-	 	 Your Reference: RBT
 Our
Reference:   9415-64


 Privileged and Confidential 

 

			
	Rosemary B. Trudeau	 	
	Vice President of Finance	 	
	Perry Ellis International, Inc.	 	
	3000 NW 107 Avenue	 	
	Miami, Florida	 	
	33172, U.S.A	 	





 Dear Ms. Trudeau: 
  

	Re:	Perry Ellis International, Inc. 

 Updated Financial Statement as of 31 January, 2002 
 This reply is made to your
enquiry letter of 20 December, 2001, in accordance with the Joint Policy Statement of the Canadian Bar Association and the Canadian Institute of Chartered Accountants. 
 We have acted only as trade mark counsel in certain Canadian trade mark infringement and opposition matters. 
 We advise, based on an examination of our records of the matters on which we have acted, as of 12 March, 2002, that the following claim is outstanding: 

The action by Perry Ellis in the Ontario Superior Court of Justice, court file no. 99-CV-179229CM, against International Clothiers Inc., has now been
settled. The parties are in the process of completing a settlement, including executing releases and taking out an order dismissing the claim and counterclaim. 
 We are also aware of a potential claim against Supreme International, Inc., a division of Perry Ellis International, Inc., by SanMar Canada Inc. concerning an alleged distribution agreement for the sale
in Canada of merchandise licensed by a third party. Our client denies there was an agreement 
 We are not aware of any unasserted possible
claims or assessments against Perry Ellis International, Inc. 
  

			
		 	 Box 401, 40 King Street West, Toronto. Ontario, Canada M5H 3Y2
 416 364 7311 fax: 416 361 1398 www.bereskinparr.com



  
 B-213









 The amount of unpaid or unbilled legal fees and disbursements for services rendered by us at
31 January, 2002 was $2,061.69. Perry Ellis International is currently indebted to the firm of Bereskin & Parr for a total of $504.21. 
 This letter should not be quoted from or referred to in your financial statements or in dealings with third parties without our prior written consent 

 

	
	Yours truly,
	
	/s/ BERESKIN & PARR
	BERESKIN & PARR

 /hs 

	cc:	Attention: Sergio Manas 


Deloitte & Touch LLP 
 200 South Biscayne Suite 400 
 Miami, Florida 

U.S.A. 33131-9985 

  
 B-214










 

 

 44 W. Flagler Street, Suite 2175 
 Miami Florida 33130 
 T 305-358-7676 F 305-358-6667 

e-mail 
 ssteinbaum@aol.com 

March 19, 2001 

Deloitte & Touche LLP 
 Attention:
Sergio Manas 
 200 South Biscayne Boulevard 
 Suite 400 
 Miami, FL 33131-9985 

 

	 	Re:	Supreme International Corporation 


Dear Mr. Manas: 
 Perry
Ellis International (hereinafter referred to as the “Company”) requested that we furnish Deloitte & Touche LLP with certain information in connection with its examination of the accounts of the Company as of January 31, 2002
and during the period from that date to the date of our response. Because this firm does not represent the Company on an exclusive basis, there may exist matters of a legal nature which may have a bearing on the Company as a result of operations,
financial conditions, or other matters with respect to the Company which this firm would have not been consulted. 
 Subject to
the foregoing and to the last paragraph of this letter, “we advise you that since the commencement of our representation, we have not been engaged to give substantive attention to, or represent the Company in connection with loss contingencies
coming within the scope of clause (a) or (c) of paragraph 5 of the Statement of Policy referred to in the last paragraph of this letter. Further, the information set forth herein and on the attached Schedule A is, as of the date of this
letter, current except as otherwise noted and we disclaim any undertaking to advise you of changes that thereafter may be brought to our attention. 
 The Company has advised us that, by making the requests set forth in its letter to us, it does not intend to waive the attorney-client privilege with respect to any information which the Company has
furnished to us. Moreover, our response to you should not be construed in any way to constitute a waiver of the protection of the attorney work-product privilege with respect to any of our files involving the Company. 

  
 B-215










 
Deloitte & Touche LLP 
 Page 2 

 
  

 This response is limited by, and is in accordance with, the American Bar
Association’s Statement of Policy Regarding Lawyers’ Responses to Auditor’s Requests for Information. Without limiting the generality of the foregoing, the limitations as set forth in that Statement on the scope and use of this
response are specifically incorporated herein by reference, and any description herein of any loss contingencies are qualified in its entirety by Paragraph 5 of the Statement and the accompanying Commentary that is an integral part of the Statement.
Consistent with the last sentence in Paragraph 6 of the Statement of Policy and pursuant to the Company’s request, this will confirm as correct the Company’s understanding as set forth in its audit inquiry letter to us that whenever, in
the course of performing legal services for the Company with respect to a matter recognized to involve any unasserted possible claim or assessment that may call for financial statement disclosure, we form a professional conclusion that the Company
must disclose or consider disclosure concerning such possible claim or assessment, we, as a matter of professional responsibility so advise the Company and consult with it concerning the question of such disclosure and the applicable requirements of
the Statement of Financial Accounting Standards No. 5. 
 The amount due from the Company to this firm for billed services
and costs is $0.00. 
  

	
	Very truly yours,
	SARAH STEINBAUM, P.A.
	
	




	Sarah Steinbaum, for the firm


  

	cc:	Ms. Fanny Hanono 


  
 B-216










 Deloitte & Touche LLP 

Page 3 
  

 

 SCHEDULE A 

 

	1.	In the matter of the Arbitration between: SUPREME INTERNATIONAL CORPORATION and PAUL LAVITT MILLS, INC., number 32 120 00354 00, Miami, Florida.


 This matter involves an arbitration before the American Arbitration Association in Miami, Florida for the
collection of $45,475.59 due to the breach of a License Agreement. The arbitration has been stayed and, it is this firm’s understanding that the parties * and a legal action pending in the United State District Court for the Western
District of North Carolina, Statesville Division, captioned Paul Lavitt Mills, Inc. v. Perry Ellis International, Inc. and Isaco International, Inc., Civil Action No. 5:00 CV 161-McK. Because this firm is not involved in the *, the firm is
unable to determine the likelihood of the Company’s success in this matter. 
  

	2.	SUPREME INTERNATIONAL CORPORATION v. POLAR SPORT ENTERPRISE, (Cancellation No.: 27,580 / Trademark Registration Serial No. pending before the United
States Patent and Trademark Office Before the Trademark Trial and Appeal Board. 

 This matter involves a dispute
over Polar Sport Enterprise’s use of a penguin design in class 25 products. (Registrant claims that its design is a hybrid of a penguin and eagle.) The parties have determined through discovery that the parties respective marks are presently
used on different products in international class 25, that the parties respective products target different consumers, that the parties respective products are currently sold to different consumers and that the parties respective consumers have a
sophisticated understanding of these product distinctions. Based upon these findings, the cancellation is being dismissed. 
  


	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  
 B-217









 FRIEDMAN, WANG & BLEIBERG, P.C.

 ATTORNEYS AT LAW 
 90 PARK AVENUE 
 NEW YORK, NY 10016 

 

					
	ARTHUR S. FRIEDMAN	  		 	TELEPHONE
	PETER N. WANG	  		 	(212) 682-7474
	CHARLES M. SLEIBERG	  		 	TELECOPIER
	SUSAN J. SCHWARTZ	  		 	(212) 687-2329
	ROBERT A. SCHER	  		 	(212) 490-3684
	TODD C. NORBITZ	  		 	
	        __________	  		 	
			
	CHRISTINE P. CHUDNOVSKT	  		 	
	SCOTT D. CORRIGAN	  	March 5, 2002	 	
	ANDREW C. LIEBHAFSKY	  		 	

 VIA FACSIMILE AND REGULAR MAIL 
 Deloitte & Touche LLP 
 200 S. Biscayne Blvd. Suite. 400 

Miami FL 33131-9985 
 Attn: Mr. Sergio
Mañas 
  

	 	Re:	Perry Ellis International 

 Dear
Mr. Mañas: 
 In accordance with Rosemary B. Trudeau’s request, the following information is furnished in
connection with your examination of financial statements of Perry Ellis International, Inc. and its affiliated entities (“PEI”) at January 31, 2002, concerning pending or threatened litigation, claims and assessments with respect to
which we have been engaged and to which we have devoted substantive attention on behalf of PEI in the form of legal representation or consultation. Our response is effective as of March 5, 2002 and includes matters that existed at
January 31, 2002, as well as new matters during the period from that date to the effective date of this response. 
 As of
January 31, 2002 and on the effective date of this response, we were not engaged and did not devote substantive attention on behalf of PEI in the form of legal consultation or representation in regard to any pending or threatened litigation.

 As of January 31, 2002, $443.30 in fees or disbursements had been billed and were owed to this firm by PEI. 

This letter is solely for your information in connection with your audit of PEI’s financial statements and is not to be quoted in
whole or in part or otherwise referred to in any of PEI’s financial statements or related documents, nor is our letter to be filed with any government agency or any person without our written consent, except that our letter may be furnished to
others in compliance with court processes or when necessary to enable you to defend against challenge of your audit by PET or a regulatory agency, provided that we have been given written notice of the circumstances at least 20 days before our
letter is to be furnished to others, or as long in advance as possible if the situation does not permit such period of notice. 

  
 B-218










 
FRIEDMAN, WANG & BLEIBERG, P.C. 
 Mr. Mr, Sergio Mañas 
 March 5, 2002 

Page 2 
  

 This response is limited by and has been prepared in accordance with, the ABA Statement
of Policy Regarding Lawyers’ Responses to Auditors’ Requests for Information (December, 1975). Without limiting the generality of the foregoing, the limitations set forth therein on the scope and use of our letters (Paragraphs 2 and 7) are
specifically incorporated herein by reference and any description of any “loss contingencies” is qualified in its entirety by paragraph 5 of the Statement and the Accompanying Commentary, which is an integral part of the Statement

 Consistent with the last sentence of paragraph 6 of the Statement and pursuant to PEI’s understanding as forth in its
audit inquiry letter to us, whenever, in the course of performing legal services for PEI with respect to a matter recognized to involve an unasserted possible claim or assessment that may call for financial statement disclosure, we have formed a
professional conclusion that PEI must disclose or consider disclosure concerning such possible claim or assessment, we, as a matter of professional responsibility to PEI, will so advise PEI and will consult with PEI concerning the. question of such
disclosure and the applicable requirements of Financial Accounting Standards Board Statement No. 5. 
  

			
	Very truly yours,
	
	Friedman, Wang & Bleiberg, P.C.
		
	By:	 	 /s/ Charles M. Bleiberg

		 	Charles M. Bleiberg



  
 B-219










					
		  	HALL, DAVID AND JOSEPH, P.A.	 	
		  	ATTORNEYS AT LAW	 	
		  	PENTHOUSE	 	
		  	1428 BRICKELL AVENUE	 	
		  	P.O. BOX 01 9113	 	
	ANDREW C. HALL	  	MIAMI, FLORIDA 33131-9113	 	OF COUNSEL
	CHRISTOPHER M. DAVID	  	__________	 	ALLAN J. HALL**
	ALLAN A. JOSEPH*	  		 	MARK L. WEINSTEIN
	ADAM S. HALL	  	TELEPHONE 305 374-5030	 	
	MICHAEL L. COTZEN	  	FACSIMILE 305 374-5033	 	** ALSO ADMITTED IN GEORGIA
	SHARON J. CALIX	  	TOLL FREE 800 375-5030	 	
	ADAM J. LAMB	  	www.hdjlaw.com	 	
	DORON WEISS	  		 	
			
	 *ALSO ADMITTED IN COLORADO
AND WASHINGTON, D.C.
	  	March 8, 2002	 	

 Sergio Manas 

Deloitte & Touche LLP 
 200 South
Biscayne Blvd. #400 
 Miami FL 33131-9985 
  

	 	RE:	PERRY ELLIS INTERNATIONAL, INC. 


Our File 8264 
 Dear
Mr. Manas: 
 Our client, Perry Ellis International, Inc., has requested that we provide you with details relating to all
matters of pending or threatening litigation which this firm is handling on its behalf which meets the standard of materiality, including a description of each matter, the progress of each matter to date, how the company is responding or intends to
respond, an evaluation of the likelihood of unfavorable outcome and an estimate, if one can be made, of the amount or range of potential loss. In response to this request, I will describe the matters that this firm is handling on behalf of Perry
Ellis International, Inc. and provide the information that you have requested with regard to each of those matters. 
 1. Campers World v. Perry Ellis International Inc. and Aris Industries, Inc. On January 25, 2002, Campers World filed an action in the United States District Court for the Southern District of
New York for declaratory judgment and damages as to whether or not jeans bearing a Perry Ellis trademark sold by Aris Industries, Inc. either directly or through Eagle Industries infringed upon Perry Ellis International Inc.’s rights in the
Perry Ellis America® trademark. In the Complaint, Campers World demanded $14,500,000.00 as its damages. On February 15, 2002, this firm filed an answer, counterclaim and crossclaim for damages sustained by Perry Ellis International, Inc. by
reason of the improper use of Perry Ellis America® trademark against Campers World and Aris Industries, Inc. and others. While the case is at an early stage and the pleadings are not yet closed, we have conducted a preliminary inquiry with
regard to this matter. That preliminary inquiry indicates that Aris Industries, Inc. was a licensee whose right to use the Perry Ellis America® trademark had been terminated effective December 31, 2000 with a sell-off right for the first six months of 2001. In October, 2000, orders were placed for the
purchase of Perry Ellis trademark goods by Campers World through a nominee, “Lonnies.” Under the licensing agreement, goods manufactured could not be sold to certain merchandisers including Costco and Aris Industries, Inc. was duty bound
to advise its customers of such limitation. Shortly after the order was placed, a request was made of Aris Industries Inc. regarding its authority to use the license. We believe that this request came from the customer, Costco. The response included
a redacted first page of the termination agreement which made reference to the license agreement. The redacted page did not reflect however that Aris Industries, Inc. had been terminated nor did it indicate limitations on Aris Industries,
Inc.’s right under the licensing agreement. However, the portions which were not redacted placed the recipient, Campers World, on notice that it should make further inquiry which would have identified exactly what Aris Industries, Inc. could or
could not do pursuant to that license agreement. Campers World did not pursue that inquiry. As a result it received goods which could not be sold to its intended customer, Costco. Moreover, the goods did not comply with the licensing agreement.
After the goods were sold to Costco, an examination of those good determined that they were not in accordance with the terms of the licensing agreement and constituted an infringement. Demand was made for trademark infringement. In response to that
demand Campers World filed its claim against Perry Elis International, Inc. and Aris Industries, Inc. From our review of the foregoing information, we believe that the claim by Campers World will be * and that a potential claim by Aris Industries,
Inc. will be *. We also believe that Perry Ellis International, Inc. will be successful in the prosecution of its claims. At this juncture and subject to further discovery, the prospect of an * to Perry Ellis International, Inc. *. 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  
 B-220









 2. We have initiated the Perry Ellis International, Inc. v. Fairbrooke Enterprises,
Inc.. On February 4, 2002 this firm commenced an * in Miami, Florida against Fairbrooke Enterprises, Inc. for failure to pay the sum of $140,000.00 it owed to Perry Ellis International, Inc. for royalties pursuant to a licensing agreement. * is
at its early stages. We do * to Perry Ellis International, Inc. with regard to that claim. 
 There are no other matters we are
handling for Perry Ellis International, Inc. 
  

	
	Sincerely,
	
	HALL, DAVID AND JOSEPH, P.A.
	
	 /s/ Andrew C. Hall

	Andrew C. Hall


 ACH/svg 

cc: Karen Bingham 
 ltr8264c062 manas


 

 

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 


  
 B-221










					
	FROSS ZELNICK LEHRMAN & ZISSU, P.C.
			
	 ALVIN PROSS
 RONALD J.
LEHRMAN
 STEPHEN BIDDER
 MICHAEL I.
DAVIS
 ROGER L. ZISSU
 MARIC V.
DRISCOLL
 RICHARD Z. LEHV
 CAROL R.
SIMKIN
 DAVID W. EHRLICH
 SUSAN UPTON
DOUGLASS
 JANET L. HOFFMAN
 PETER J.
SILVERMAN
 LAWRENCE ELI APOLION

BARBARA A. SOLOMON
 LISA PEARSON

MARK D. ENGELMANN

NADINE M. PARKER JACOBSON
 ANDREW
N. FREDBECK
 GEORGE NAHITCHVARSKY

CRAIG S. MENDS
 PATRICK T. PERKINS

J. ALLISON STRICKLAND
	  	 866 UNITED NATIONS PLAZA

AT FIRST AVENUE & 48TH STREET

NEW YORK, N.Y. 10017

 
 TELEPHONE: (212) 813-5900

FACSIMILE: (212) 813-5901
 E-MAIL: fzlz@frosszelnick.com
	 	 JAMES D. SlLBERSTEIN
 RUTH E.
LAZAR
 COUNSEL
  

MICHELLE P. FOXMAN
 ROBERT A. BECKER

TAMAR NIV BESSINGER
 ANGELA KIM

JOHN P. MARGIOTTA
 LYDIA T. GOBENA

DIANE B. MELNICK
 MICHAEL CHIAPPETTA

DANA WAUBEL BREITMAN
 JESSICA MANN

JOSEPH R. MOLKO
 EVAN GOURVITZ

CARLOS CUCURELIA
 NANCY C. DICONZA

TANYA FICKENSCHER
 ROC HILDEN

LAUREN J. HAMDELL


 WRITER’S E-MAIL: 
 sbigger@frosszelnick.com 

 

					
		 	March 12, 2002	 	





 VIA FAX & MAIL 
 305 372 3160 
 Deloitte & Touche LLP 

200 South Biscayne Blvd. 
 Suite 400 

Miami, Florida 33131-9985 
 Attention:
Mr. Sergio Manas 
  

	 	Re:	Perry Ellis International, Inc. – 

 Audit Inquiry Response 
 (Our Ref: PEI AAC-88/04457) 

Dear Mr. Manas: 
 This is in response to
Rosemary Trudeau’s letter of December 20. Please note that our representation of Perry Ellis International, Inc. is essentially limited to trademark, copyright and unfair competition matters. 

Within the meaning of the ABA Statement of Policy Regarding Lawyers’ Responses to Auditor’s Requests for Information (December 1975), we are
not aware of any actual, threatened or impending litigation or unasserted claims and assessments which might result in liability to the above company. 

  
 B-222










 Deloitte & Touche, LLP 
 Page 2 
  

 This firm operates on a cash basis and as of January 31, 2002, Perry Ellis International Inc. was
indebted to us in the amount of $2,830.45 on bills rendered but unpaid. As of that date, there were legal expenses for our services and disbursements which were accrued and unbilled to Perry Ellis International Inc. in the amount of $12,026.12.

  

	
	Sincerely,
	
	 /s/ Stephen Bigger

	Stephen Bigger


  

			
	SB/md/sh
		
	cc:	  	 Ms. Rosemary B. Trudeau
 Vice
President of Finance, Perry Ellis International



  
 B-223









 EXHIBIT C 
 TO 
 LOAN AND SECURITY AGREEMENT 

Borrowing Base Certificate 
 000’s omitted 
 Date:
                    , 200     
 Number:
                                 

Pursuant to the Loan and Security Agreement by and among Congress Financial Corporation as agent (“Agent”), the parties thereto as lenders
(“Lenders”), Perry Ellis International, Inc. and certain of its subsidiaries, and any amendments thereto (the “Loan Agreement”), each hereby certifies to Agent and Lenders, as of the above date, as follows: 

 

													
	Reconciliation of Collateral Balance	  	Supreme	  	Jantzen	  	Combined
				
	Accounts Availability	  		  		  	
							
		 		 	  
	 		  		  		  	
					
	1.	 	Gross Accounts as of prior Certificate:	  		  		  	
					
	2.	 	Gross Sales:	  		  		  	
					
	3.	 	Add Debit Adjustments:	  		  		  	
					
	4.	 	Less: Credit Memos	  		  		  	
					
	5.	 	Less: Credit Adjustments	  		  		  	
					
	6.	 	Less: Net Collections	  		  		  	
					
	7.	 	Less: Discounts and Deductions	  		  		  	
					
	8.	 	Total Accounts	  		  		  	
							
		 	(a)	 	Trade Accounts	 		  		  		  	
							
		 	(b)	 	Factor Receivables	 		  		  		  	
					
	9.	 	Less: Ineligible Accounts (see Schedule 1):	  		  		  	
					
	10.	 	Net Eligible Accounts	  		  		  	
					
	11.	 	Accounts Receivable Advance Rate	  		  		  	
					
	12.	 	Accounts Availability	  		  		  	
				
	Inventory Availability	  		  		  	
					
	13.	 	Gross Inventory as of                 :	  		  		  	
							
		 	(a)	 	Raw Materials	 		  		  		  	
							
		 	(b)	 	Work in Process	 		  		  		  	
							
		 	(c)	 	Finished Goods	 		  		  		  	
							
		 	(d)	 	In Transit	 		  		  		  	


  
 C-1










													
					
	14.	 	Less Ineligible Inventory (see Schedule 2)	  		  		  	
					
	15.	 	Inventory Advance Rate	  		  		  	
					
	16.	 	Inventory Availability	  		  		  	
					
	17.	 	Inventory Sublimit	  		  		  	
					
	18.	 	Total Inventory Availability	  		  		  	
					
	19.	 	Availability based on Accounts and Inventory	  		  		  	
			
	20.	 	Line Limit	  	$60,000,000
					
	21.	 	Gross Availability	  		  		  	
					
	22.	 	Reserves	  		  		  	
							
		 	(a)	 	Licensing Reserves	 		  		  		  	
							
		 	(b)	 	Factor Charges	 		  		  		  	
							
		 	(c)	 	Dilution Reserve	 		  		  		  	
							
		 	(d)	 	Other	 		  		  		  	
				
	Reconciliation of Loan Balance	  		  		  	
					
	23.	 	Amount of outstanding Loans as of the date of prior Certificate	  		  		  	
					
	24.	 	Less: Net cash collections since date of prior Certificate	  		  		  	
					
	25.	 	Add: Amount of Loans and Interest Charges since date of prior Certificate	  		  		  	
					
	26.	 	Current amount of outstanding Loans	  		  		  	
					
	27.	 	Documentary LC	  		  		  	
					
	28.	 	Inverse of Inventory Advance Rate	  		  		  	
					
	29.	 	Reserve for Documentary LC	  		  		  	
					
	30.	 	Standby LC’s	  		  		  	
					
	31.	 	Total Loan Balance and Reserves for LC’s	  		  		  	
					
	32.	 	Net Availability	  		  		  	

 As of the date of this Certificate, no Event of Default exists or has occurred and is continuing. Each Borrower
acknowledges that the Loans and Letter of Credit Accommodations by Agent and Lenders to Borrowers are based upon the reliance of Agent and Lenders on the information contained herein and all representations and warranties with respect to Accounts
and Inventory in the Loan Agreement are applicable to the Accounts and Inventory included in this Certificate. The reliance by Agent and Lenders on this Certificate should not be deemed to limit the right of Agent to establish or revise criteria of
eligibility or Reserves or otherwise limit, impair, or affect in any manner the rights of Agent under the Loan Agreement. In the event of any conflict between the determination of Agent of the amount of the Loans and Letter of Credit Accommodations
available to Borrowers in accordance with the terms of the Loan Agreement and the determination by Borrowers of such amounts, the determination of Agent shall govern. All capitalized terms used in this Certificate shall have the meaning assigned to
them in the Loan Agreement. 
  

			
	By:	 	  

		
	Title:	 	  



  
 C-2









 SCHEDULE 1 
 to 
 BORROWING BASE CERTIFICATE 

Ineligible Accounts 

  
 C-3









 SCHEDULE 2 
 to 
 BORROWING BASE CERTIFICATE 

Ineligible Inventory 

  
 C-4









 EXHIBIT D 
 TO 
 LOAN AND SECURITY AGREEMENT 

Compliance Certificate 
  

			
	To:	 	Congress Financial Corporation
		 	                (Florida), as Agent
		 	  

		 	  


 Ladies and Gentlemen: 
 I hereby certify to you pursuant to Section 9.6 of
the Loan Agreement (as defined below) as follows: 
 1. I am the duly elected Chief Financial Officer of
                                    , a
                         corporation,
                            , a
                     corporation and             , a
                     corporation (collectively, “Borrowers”). Capitalized terms used herein without definition shall have the
meanings given to such terms in the Loan and Security Agreement, dated                     , 20    , by and among
Congress Financial Corporation (            ) as agent for the financial institutions party thereto as lenders (in such capacity, “Agent”) and the financial institutions
party thereto as lenders (collectively, “Lenders”), Borrowers and certain of their affiliates (as such Loan and Security Agreement is amended, modified or supplemented, from time to time, the “Loan Agreement”). 

2. I have reviewed the terms of the Loan Agreement, and have made, or have caused to be made under my supervision, a review in reasonable
detail of the transactions and the financial condition of Borrowers and Guarantors, during the immediately preceding fiscal month. 
 3. The review described in Section 2 above did not disclose the existence during or at the end of such fiscal month, and I have no knowledge of the existence and continuance on the date hereof, of
any condition or event which constitutes a Default or an Event of Default, except as set forth on Schedule I attached hereto. Described on Schedule I attached hereto are the exceptions, if any, to this Section 3 listing, in detail, the nature
of the condition or event, the period during which it has existed and the action which any Borrower or Guarantor has taken, is taking, or proposes to take with respect to such condition or event. 

  
 D-1









 4. I further certify that, based on the review described in Section 2 above, no
Borrower or Guarantor has not at any time during or at the end of such fiscal month, except as specifically described on Schedule II attached hereto or as permitted by the Loan Agreement, done any of the following: 

 

	 	(a)	Changed its respective corporate name, or transacted business under any trade name, style, or fictitious name, other than those previously described to you and set
forth in the Financing Agreements. 

  

	 	(b)	Changed the location of its chief executive office, changed its jurisdiction of incorporation, changed its type of organization or changed the location of or disposed
of any of its properties or assets (other than pursuant to the sale of Inventory in the ordinary course of its business or as otherwise permitted by Section 9.7 of the Loan Agreement), or established any new asset locations.


  

	 	(c)	Materially changed the terms upon which it sells goods (including sales on consignment) or provides services, nor has any vendor or trade supplier to any Borrower or
Guarantor during or at the end of such period materially adversely changed the terms upon which it supplies goods to any Borrower or Guarantor. 

  

	 	(d)	Permitted or suffered to exist any security interest in or liens on any of its properties, whether real or personal, other than as specifically permitted in the
Financing Agreements. 

  

	 	(e)	Received any notice of, or obtained knowledge of any of the following not previously disclosed to Agent: (i) the occurrence of any event involving the release,
spill or discharge of any Hazardous Material in violation of applicable Environmental Law in a material respect or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any
non-compliance with or violation of any applicable Environmental Law by any Borrower or Guarantor in any material respect or (B) the release, spill or discharge of any Hazardous Material in violation of applicable Environmental Law in a
material respect or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials in violation of applicable Environmental Laws in a material respect or (D) any other
environmental, health or safety matter, which has a material adverse effect on any Borrower or Guarantor or its business, operations or assets or any properties at which such Borrower or Guarantor transported, stored or disposed of any Hazardous
Materials. 


  
 D-2










	 	(f)	Become aware of, obtained knowledge of, or received notification of, any breach or violation of any material covenant contained in any instrument or agreement in
respect of Indebtedness for money borrowed by any Borrower or Guarantor. 

 5. Attached hereto as Schedule III are
the calculations used in determining, as of the end of such fiscal month, whether Borrowers were in compliance with the covenant set forth in Section 9.17 of the Loan Agreement for such fiscal month and the calculations used in determining the
Leverage Ratio for purposes of determining the Interest Rate as of the last day of the immediately preceding fiscal quarter as provided for in the Loan Agreement. 
 The foregoing certifications are made and delivered this day of                     ,
20    . 
  

			
	Very truly yours,
	
	  

	By:	 	  

	Title:	 	  




  
 D-3









 SCHEDULE 1.43 
 to 
 LOAN AND SECURITY AGREEMENT 

Existing Lenders 
 Bank of
America, N.A., formerly NationsBank, N.A., in its capacity as agent 
 Bank of America, N.A., formerly NationsBank, N.A. 

Wachovia Bank, National Association, formerly First Union National Bank 
 Fleet Capital Corporation 

  
 1 








 SCHEDULE 1.44 
 to 
 LOAN AND SECURITY AGREEMENT 

Existing Letters of Credit 
 1.
Irrevocable standby letter of credit number 3047185 dated March 20, 2002 issued to VF Corporation, as beneficiary by Bank of America, N.A. for the account of Perry Ellis International, Inc. in the amount of USD$2,000,000. 

2. Irrevocable standby letter of credit number 3039972 dated August 15, 2001 issued to Nautica Apparel, Inc., as beneficiary, by Bank of America,
N.A. for the account of Perry Ellis International, Inc. (“Perry Ellis”) in the amount of USD$750,000. 

  
 2 








 SCHEDULE 1.108 to 
 LOAN AND SECURITY AGREEMENT 
 Senior Note Priority Collateral 

The Senior Note Priority Collateral consists of all of Borrowers’ and Guarantors’ (collectively, “Debtor”) right, title and interest
in and to each of the following, in each case, as to each type of property described below, owned by the Debtor as of March 22, 2002, wherever located and existing (collectively, the “Senior Note Priority Collateral”): 

 

	(a)	all trademarks, service marks, collective marks, trade dress, logos, slogans, designs, domain names, trade names, business names, corporate names and other source
identifiers, whether or not registered, whether currently in use or not, including, without limitation, all common law rights and registrations and applications for registration thereof, and all other marks registered in or applied for in the U.S.
Patent and Trademark Office or in any office or agency of any State or Territory of the United States or any foreign country (but excluding any United States intent-to-use trademark applications to the extent that, and solely during the period in
which, the grant of a security interest therein would impair the validity and enforceability of such intent-to-use trademark applications under applicable law) and all rights therein provided by international treaties or conventions, all extensions
and renewals of any of the foregoing, together in each case with the good will of the business connected therewith and symbolized thereby, and all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the
Debtor accruing thereunder or pertaining thereto (the “Trademarks”); 

  

	(b)	all agreements, permits, consents, orders and franchise, in each case relating to the Trademarks and all proceeds, income, royalties and other payments now or hereafter
due and/or payable with respect thereto, subject, in each case, to the terms of such agreements, permits, authorizations and franchises; 

  

	(c)	any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to
the Senior Note Priority Collateral with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and 


  
 3 









	(d)	all proceeds of the Senior Note Priority Collateral for, and supporting obligations relating to, any and all of the Senior Note Priority Collateral (including, without
limitation, the proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (c) and, to the extent not otherwise included, all (i) payments under insurance with respect to the
Senior Note Priority Collateral (whether or not the Secured Party is the loss payee thereof), or any damages, indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Senior Note
Priority Collateral and (ii) cash proceeds of the foregoing. 


  
 4 








 Schedule 9.7 (b) 
 LICENSED TRADEMARKS 
  

									
	 Name of Licensor
	  	 Licensed Marks
	  	 Licensed Products
	  	 Territory
	  	 Expiration Date

					
	Nautica Apparel, Inc.	  	Nautica Stylized Mark and J Class symbol.	  	Men’s and Women’s knit shirts, woven shirts, sweaters, outwear, bottoms, non leather bags and sports caps.	  	United States of America, its territories and possessions including Guam and Puerto Rico and Canada	  	Dec. 31, 2004
					
	George Weintraub & Sons	  	“Andrew Fezza”, “FEZZA by Andrew Fezza and “designed by Andrew Fezza”.	  	Dress Shirts, Pants, Sports Shirts and Sweaters.	  	United States of America, its territories and possessions.	  	Jun 30, 2003
					
	Karsten Manufacturing Corp.	  	PING AND MR. PING	  	Men’s and Boy’s Knitwear, Woven Shirts, Sweaters, Pullovers, Outerwear, Bottoms, Fleece and Headwear.	  	Worldwide excluding Japan.	  	Dec 31, 2004
					
	Salant Corporation	  	Perry Ellis, Perry Ellis Portfolio and Perry Ellis America.	  	Golf Brand to the “Golf Market”.	  	US	  	N/A
					
	Salant Corporation	  	Perry Ellis and Perry Ellis Portfolio.	  	“ASI Market”	  	US	  	N/A
					
	Tommy Hilfiger Licensing, Inc.	  	TOMMY HILFIGER TOMMY JEANS FLAG/LOGO DESIGN, CREST DESIGN, TOMMY TOMMY GIRL HILFIGER ATHLETICS FLAG IN MOTION DESIGN	  	Female swimwear and related cover-ups for Misses and Juniors	  	United States of America and Canada	  	Dec. 31, 2005









									
	 Name of Licensor
	  	 Licensed Marks
	  	 Licensed Products
	  	 Territory
	  	 Expiration Date

					
	NIKE USA Inc.	  	NIKE	  	Women’s and Girl’s Tank Swimsuits, Two-Piece Swimsuits and Racing Swimsuits, Men’s and Boy’s Racing Swimsuits, accessories and swim apparel for sale to team
dealers, swim specialty stores and swim areas in sporting goods stores and select better department stores.	  	United States, Bermuda, The Bahamas, The Cayman Islands, Jamaica, The Dominican Republic, The British Virgin Islands, The Netherland Antilles, Antigua and Barbuda, St. kitts –
Nevis, St. Vincent and the Grenandines, St. Lucia, Barbados, Aruba	  	May 31, 2006
					
		  	Nike Check (check only) Nike with Check	  		  	All territories listed for Nike mark United States, St. Vincent and the Grenandines