Amendment No. 7 to Senior Credit Facility



 Exhibit 10.17 
 [Execution] 
 AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT 

AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT, dated as of February 26, 2005, entered into by and among Wachovia Bank, National
Association, successor by merger to Congress Financial Corporation (Florida), in its capacity as agent acting for and on behalf of the parties to the Loan Agreement (as hereinafter defined) as lenders (in such capacity, “Agent”), the
parties to the Loan Agreement as lenders (individually a “Lender” and collectively, “Lenders”), Supreme International, LLC, a Delaware limited liability company formerly known as Supreme International, Inc.(“Supreme”),
Jantzen, LLC, a Delaware limited liability company formerly known as Jantzen, Inc. (“Jantzen”), Perry Ellis Menswear, LLC, a Delaware limited liability company formerly known as Perry Ellis Menswear, Inc. (“Perry Ellis
Menswear”), Salant Holding LLC, a Delaware limited liability company formerly known as Salant Holding Corporation (“Salant Holding” and together with Supreme, Jantzen and Perry Ellis Menswear, each individually an “Existing
Borrower” and collectively, “Existing Borrowers”), Farah Manufacturing (U.K.) Limited, a private limited company incorporated in England and Wales (“Farah UK” or “New Borrower”), Perry Ellis International, Inc., a
Florida corporation (“Parent”), PEI Licensing, Inc., a Delaware corporation (“PEI Licensing”), Jantzen Apparel, LLC, a Delaware limited liability company formerly known as Jantzen Apparel Corp. (“Jantzen Apparel”),
Supreme Real Estate I, LLC, a Florida limited liability company (“Supreme I”), Supreme Real Estate II, LLC, a Florida limited liability company (“Supreme II”), Supreme Realty, LLC, a Florida limited liability company
(“Supreme Realty”), Supreme Munsingwear Canada Inc., a Canada corporation (“Supreme Canada”), Perry Ellis Shared Services Corporation, a Delaware corporation (“PE Shared Services”), Winnsboro DC, LLC, a Delaware limited
liability company (“Winnsboro”), Tampa DC, LLC, a Delaware limited liability company (“Tampa DC”), Perry Ellis International Group Holdings Limited, a private company incorporated under the laws of Ireland having its principal
place of business in the Bahamas (“Group Holdings” and together with PE Shared Services, Winnsboro and Tampa DC, each a “New Guarantor” and collectively, “New Guarantors”) and Perry Ellis Real Estate, LLC, a Delaware
limited liability company formerly known as Perry Ellis Real Estate Corporation (“PE Real Estate” and, together, with Parent, PEI Licensing, Jantzen Apparel, Supreme I, Supreme II, Supreme Realty and Supreme Canada, each individually an
“Existing Guarantor” and collectively, “Existing Guarantors”). 

WITNESSETH : 

WHEREAS, Agent, Lenders, Existing Borrowers and Existing Guarantors have entered into financing arrangements pursuant to which Lenders
(or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Existing Borrowers as set forth in the Loan and Security Agreement, dated October 1, 2002, by and among Agent, Lenders, Existing
Borrowers and Existing Guarantors, as amended by Amendment No. 1 to Loan and Security Agreement, dated June 19, 2003, Amendment No. 2 to 







 
Loan and Security Agreement, dated September 22, 2003, Amendment No. 3 to Loan and Security Agreement, dated December 1, 2003, Amendment No. 4 to Loan and Security Agreement, dated February 25,
2004, Amendment No. 5 to Loan and Security Agreement, dated July 1, 2004 and Amendment No. 6 to Loan and Security Agreement, dated as of September 30, 2004 (as the same may hereafter be further amended, modified, supplemented, extended, renewed,
restated or replaced, the “Loan Agreement”, and together with all agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto, as from time to time amended, modified, supplemented,
extended, renewed, restated, or replaced, collectively, the “Financing Agreements”); 
 WHEREAS, Parent and Sellers
(as hereinafter defined) have entered into the Asset Purchase Agreement, dated as of December 16, 2004 (the “Tropical Asset Purchase Agreement” as hereinafter further defined), pursuant to which Parent or one or more affiliates designated
by Parent have agreed to acquire the Acquired Assets and the Acquired Stock (each as hereinafter defined) in accordance with the terms of the Tropical Asset Purchase Agreement; 

WHEREAS, Existing Borrowers, New Borrower, Existing Guarantors and New Guarantors have requested that Agent and Lenders amend the Loan
Agreement to provide for Agent and Lenders to make loans and advances and provide other financial accommodations to New Borrower under the terms and conditions of the Loan Agreement and that New Borrower become an additional Borrower under the Loan
Agreement, as amended hereby, and in connection therewith have requested that the Loan Agreement be amended in order to (a) add New Borrower as an additional Borrower, subject to the provisions set forth herein and in the Loan Agreement, (b) add
each New Guarantor as an additional Guarantor, subject to the provisions set forth herein and in the Loan Agreement, (c) add the grant by New Borrower and each New Guarantor to Agent, for itself and the benefit of Lenders, of a security interest in
and lien upon the assets and properties of New Borrower and each New Guarantor, and (d) make certain other amendments to the Loan Agreement; and 
 WHEREAS, by this Amendment No. 7, Agent, Lenders, Existing Borrowers, Farah UK, Existing Guarantors and New Guarantors desire and intend to evidence such consent and amendments. 

NOW, THEREFORE, in consideration of the foregoing, the mutual agreements and covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1.
Definitions. 
 1.1 Additional Definitions. As used herein, the following terms shall have the meanings given to
them below, and the Loan Agreement and the other Financing Agreements are hereby amended to include, in addition and not in limitation, the following definitions: 
 (a) “Acquired Assets” shall mean the assets (excluding the Acquired Stock) used in the Sellers’ business of selling branded apparel products to retailers, which have been acquired by
Supreme and certain other Borrowers and Guarantors pursuant to the Tropical Asset Purchase Agreement. 
 (b) “Acquired
Intellectual Property” shall mean the intellectual property of the Sellers, other than the International Trademark Interests of Sellers, which have been acquired by PEI Licensing from the Sellers pursuant to the Tropical Acquisition Agreements.








 (c) “Acquired Real Estate” shall mean the distribution center of the Sellers
located in Tampa, Florida, which has been acquired by Tampa DC from the Sellers pursuant to the Tropical Acquisition Agreements. 
 (d) “Acquired Remaining Assets” shall mean the Acquired Assets (other than the Acquired Intellectual Property, the International Trademark Interests of Sellers, the Acquired Real Estate and the
Acquired Shared Services Assets), which have been acquired by Supreme from the Sellers pursuant to the Tropical Acquisition Agreements. 
 (e) “Acquired Shared Services Assets” shall mean those certain assets consisting of furniture, fixtures, office equipment, computers and computer software of the Sellers, which have been
acquired by PE Shared Services from the Sellers pursuant to the Tropical Acquisition Agreements. 
 (f) “Acquired
Stock” shall mean all of the issued and outstanding shares of Capital Stock of Farah UK, which have been acquired by Group Holdings pursuant to the Tropical Asset Purchase Agreement. 

(g) “Amendment No. 7” shall mean Amendment No. 7 to Loan and Security Agreement, by and among Agent, Lenders, Existing
Borrowers, New Borrower, Existing Guarantors and New Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 

(h) “Bankruptcy Code” shall mean the United States Bankruptcy Code, being Title 11 of the United States Code, as the same now
exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all official rules, regulations and interpretations thereunder or related thereto. 

(i) “Bankruptcy Court” shall mean the United States Bankruptcy Court for the Middle District of Florida. 

(j) “Bankruptcy Sale Order” shall mean the Order and Findings of Fact and Conclusions of Law Authorizing and Approving Motion
of the Debtors for an Order Authorizing the Sale of Assets and Assumption and Assignment of Executory Contracts and Leases to Perry Ellis International, Inc. free and clear of all Liens, Claims, Encumbrances and Interests, which was entered by the
Bankruptcy Court on February 10, 2005 in the Chapter 11 Cases. 
 (k) “Chapter 11 Cases” shall mean, collectively,
the Chapter 11 Cases of the Sellers pending in the Bankruptcy Court, designated as Case No 8:04-6K-24134. 
 (l)
“Collateral Assignment of Acquisition Agreements” shall mean the Collateral Assignment of Acquisition Agreements, dated of even date herewith, by and between Parent and Agent. 







 (m) “Consent to Collateral Assignment” shall mean the Consent to Collateral
Assignment of Acquisition Agreements, dated of even date herewith, by Sellers in favor of Agent. 
 (n) “Existing
Guarantees” shall mean, collectively the following (as heretofore amended, supplemented or otherwise modified): (i) each of the Guarantees, dated October 1, 2002, by Existing Borrowers and Existing Guarantors in favor of the Agent, (ii) each of
the Guarantees, dated as of June 19, 2003, by certain Existing Borrowers and certain Existing Guarantors in favor of Agent and (iii) each of the Guarantees, dated as of June 19, 2003, by Supreme Canada in favor of Agent. 

(o) “Farah UK” or “New Borrower” shall mean Farah Manufacturing (U.K.) Limited, a private limited company
incorporated in England and Wales, and its successors and assigns. 
 (p) “Foreign Loan Parties” shall mean,
collectively, Farah UK Supreme Canada and Group Holdings. 
 (q) “New Guarantors” shall mean, collectively, the
following (together with their respective successors and assigns): (i) Perry Ellis Shared Services Corporation, a Delaware corporation; (ii) Winnsboro DC, LLC, a Delaware limited liability company; (iii) Tampa DC, LLC, a Delaware limited liability
company; and (iv) Perry Ellis International Group Holdings Limited, a private limited company incorporated under the laws of Ireland having its principal place of business in the Bahamas. 

(r) “Priority Payables” shall mean, as to Farah UK at any time, (a) the full amount of the liabilities of Farah UK at such
time which (i) have a trust imposed to provide for payment or a security interest, pledge, lien or charge ranking senior to or pari passu with security interests, liens or charges securing the Obligations on any of the Eligible Accounts or Eligible
Inventory of such Borrower under law in the United Kingdom or (ii) have a right imposed to provide for payment ranking senior to or pari passu with the Obligations under local or national law, including, but not limited to, claims which would be
payable in priority to the Obligations pursuant to paragraph 99(3) of Schedule B1 to the Insolvency Act of 1986, and (b) the amount equal to sixty five (65%) percent multiplied by the aggregate Value of the Eligible Inventory of Farah UK which Agent
considers is subject to retention of title by a supplier or a right of a supplier to recover possession thereof, where such supplier’s right has priority over the security interests, liens or charges securing the Obligations, including, without
limitation, Eligible Inventory subject to a right of a supplier to repossess goods pursuant to any applicable laws granting revendication or similar rights to unpaid suppliers or any similar laws of the United Kingdom. 

(s) “Restructuring Supplemental Financing Agreements” shall mean, collectively, the following (as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or replaced): (i) a Pledge and Security Agreement by Parent in favor of Agent with respect to all of the issued and outstanding membership interests in Supreme, Jantzen, Perry
Ellis Menswear, PE Real Estate, Tampa DC, Winnsboro and Salant Holding, (ii) a Pledge and Security Agreement by PEI Licensing in favor of Agent with respect 







 
to all of the issued and outstanding membership interests in Jantzen Apparel, (iii) a Pledge and Security Agreement by Supreme I and Supreme II in favor of Agent with respect to all of the issued
and outstanding membership interests in Supreme Realty, and (iv) a Pledge and Security Agreement by Parent in favor of Agent with respect to all of the issued and outstanding Capital Stock of PE Shared Services. 

(t) “Sellers” shall mean, collectively, (a) Tropical Sportswear Int’l Corporation, a Florida corporation, (b) Savane
International Corp., a Texas corporation, (c) TSI Brands, Inc., a Delaware corporation, (d) Apparel Network Corp., a Florida corporation, (e) TSIL, Inc., a Delaware corporation, and (f) Farah Offshore Sourcing Company, a Cayman Islands corporation;
each sometimes individually referred to as a “Seller”. 
 (u) “Tropical Acquisition” shall mean,
collectively, (i) the acquisition by Supreme and other Borrowers and Guarantors of certain assets of Sellers and (ii) the acquisition by Group Holdings of all of the outstanding Capital Stock of Farah UK, each in accordance with the Tropical
Acquisition Agreements. 
 (v) “Tropical Acquisition Agreements” shall mean, collectively, the following (as the same
now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced): (a) Tropical Asset Purchase Agreement and (b) all agreements, documents or instruments executed or delivered in connection therewith.

 (w) “Tropical Asset Purchase Agreement” shall mean the Asset Purchase Agreement, dated as of December 16, 2004, by
and among Sellers, Farah UK and Parent. 
 (x) “Tropical Supplemental Financing Agreements” shall mean, collectively,
the following (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated, or replaced): (i) the Guarantee by Existing Borrowers, Existing Guarantors and New Guarantors in favor of Agent, for itself and
the benefit of Lenders, with respect to the Obligations of Farah UK, (ii) the Share Mortgage by Parent in favor of Agent with respect to all of the issued and outstanding shares of Group Holdings to secure the guarantee by Parent of the Obligations
of the Foreign Loan Parties, (iii) the Mortgage Over Shares by Group Holdings in favor of Agent with respect to all of the issued and outstanding shares of Farah UK, (iv) the Share Mortgage by Parent in favor of Agent with respect to sixty-five
(65%) percent of the issued and outstanding shares of Group Holdings to secure the guarantee by Parent of the Obligations of US Loan Parties, (v) the Debenture by Farah UK in favor of Agent, (vi) the Debenture by Group Holdings in favor of Agent,
(vii) the amendment to the Trademark Collateral Assignment and Security Agreement by PEI Licensing in favor of Agent, (viii) the Patent Collateral Assignment and Security Agreement by PEI Licensing in favor of Agent, (ix) the Deposit Account Control
Agreements by and among Agent, Farah UK and the depository bank at which the deposit accounts of Farah UK are maintained (or letters of notice and an acknowledgement thereof in form and substance satisfactory to Agent), (x) the Collateral Assignment
of Acquisition Agreements by Parent in favor of Agent, and (xi) all other agreements, documents and instruments executed and/or delivered in connection with this Amendment No. 7 and any of the foregoing. 







 (y) “US Loan Parties” shall mean, collectively, all Existing Borrowers, New
Borrower, Existing Guarantors and New Guarantors, excluding the Foreign Loan Parties. 
 1.2 Amendments to Definitions.

 (a) Each reference to the term “Applicable Margin” in the Loan Agreement or any other Financing Agreement is hereby
amended to mean, 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 (i) the sum of: (A) the Quarterly Average Excess
Availability for the immediately preceding fiscal quarter plus (B) 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: 

 

													
	 Tier
	 	 Quarterly Average

Excess Availability
 plus Excess Cash
	 	 Leverage Ratio
	  	Applicable
Prime
Rate Margin	 	 	Applicable
Eurodollar
Rate Margin	 
	1	 	$80,000,000 or more	 	1.75 to 1.00 or less	  	 	0	% 	 	 	1.60	% 
	2	 	Greater than or equal to $65,000,000 and less than $80,000,000	 	Greater than 1.75 to 1.00 but equal to or less than 2.00 to 1.00	  	 	0	% 	 	 	1.80	% 
					
	3	 	Greater than or equal to $50,000,000 and less than $65,000,000	 	Greater than 2.00 to 1.00 but equal to or less than 3.00 to 1.00	  	 	.25	% 	 	 	2.00	% 
					
	4	 	Greater than or equal to $40,000,000 and less than $50,000,000	 	Greater than 3.00 to 1.00 but equal to or less than 4.00 to 1.00	  	 	.25	% 	 	 	2.25	% 
					
	5	 	Less than $40,000,000	 	Greater than 4.00 to 1.00	  	 	.50	% 	 	 	2.50	% 

 provided, that, (A) the
Applicable Margin shall be calculated and established once each fiscal quarter (commencing with the fiscal quarter ending on July 31, 2005) and shall remain in effect until adjusted thereafter at the end of the next fiscal quarter and (B) the
Applicable Margin shall be the lower percentage set forth above based on (1) the sum of the Quarterly Average Excess Availability and the Excess Cash as provided above or (2) the Leverage Ratio. 

(b) Each reference to the term “Borrower” or “Borrowers” in the Loan Agreement or any of the other Financing
Agreements is hereby amended to include, in addition and not in limitation, New Borrower. 







 (c) Each reference to the term “Collateral” in the Loan Agreement is hereby
amended to include, in addition and not in limitation, the assets and properties of New Borrower and New Guarantors at any time subject to the security interest or lien of Agent for itself and the benefit of Lenders, including the assets and
properties described in Section 11 of this Amendment No. 7. 
 (d) Each reference to the term “Commitment” in the
Loan Agreement or any other Financing Agreement is hereby amended to mean, at any time, as to each Lender, the principal amount set forth on Schedule 1 to the Loan Agreement opposite such Lender’s name or on Schedule 1 to the Assignment and
Acceptance pursuant to which such Lender became a Lender under the Loan Agreement in accordance with the provisions of Section 13.7 of the Loan Agreement, as the same may be adjusted from time to time in accordance with the terms of the Loan
Agreement; sometimes being collectively referred to as the “Commitments”. 
 (e) Clause (e) of the definition of
“Eligible Accounts” in Section 1.28 of the Loan Agreement is amended by deleting the phrase “the United States of America or Canada” from each place it appears and replacing it with “the United States or Canada (in the case
of Accounts of each Borrower other than Farah UK) or the United Kingdom (in the case of Accounts of Farah UK)”. 
 (f) The
reference to the amount of “$30,000,000” in the definition of the term “Eligible Factor Receivables” in the Loan Agreement is hereby deleted and replaced with “$50,000,000”. 

(g) Clause (n) of the definition of “Eligible Inventory” in Section 1.30 of the Loan Agreement is hereby amended by deleting
such clause and replacing it with the following: “(n) Inventory of a Borrower (other than Farah UK) located outside the United States of America or Canada, or Inventory of Farah UK located outside the United Kingdom; and (o) Inventory sold
under a licensed trademark or tradename or which contains or uses a medium subject to a licensed trademark, tradename or copyright unless either (i) Agent shall be satisfied that Agent has the right to sell or dispose of such inventory or (ii) Agent
shall have received a letter agreement, in form and substance satisfactory to Agent, duly authorized, executed and delivered by the licensor and the applicable Borrower.” 

(h) All references to the term “Fee Letter” in the Loan Agreement and any of the other Financing Agreements and each such
reference is hereby amended to include, in addition and not in limitation, the letter agreement, dated of even date with Amendment No. 7, by and among Borrowers and Wachovia Bank, National Association, as successor by merger to Congress Financial
Corporation (Florida), setting forth certain fees payable by Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 

(i) Each reference to the term “Financing Agreements” in the Loan Agreement and any of the other Financing Agreements is
hereby amended to include, in addition and not in limitation, collectively, this Amendment No. 7, the Tropical Supplemental Financing Agreements and the Restructuring Supplemental Financing Agreements. 

(j) Each reference to the term “Guarantor” or “Guarantors” in the Loan Agreement or any of the other Financing
Agreements is hereby amended to include, in addition and not in limitation, each New Guarantor. 







 (k) Each reference to the term “Information Certificate” in the Loan Agreement or
any of the other Financing Agreements is hereby amended to mean the Second Amended and Restated Information Certificate with respect to Borrowers and Guarantors (including New Borrower and New Guarantors), which is attached to this Amendment No. 7
as Exhibit A hereto. 
 (l) Each reference to the term “Interest Rate” in the Loan Agreement or any of the other
Financing Agreements is hereby amended to mean: 
 (a) Subject to clauses (b) and (c) below: 

(i) as to Prime Rate Loans, a rate equal to the Prime Rate; 

(ii) as to Eurodollar Rate Loans, a rate equal to one and six-tenths of one (1.60%) 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) below, effective as of the first (1st) day of the second month of each fiscal quarter (commencing with the
fiscal quarter ending on July 31, 2005), 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) or (b) above, 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 of the Loan Agreement 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 of the Loan Agreement 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). 
 (m) Each reference to the term “Inventory Loan Limit” in
the Loan Agreement or any of the other Financing Agreements is hereby amended to mean $90,000,000. 
 (n) Each reference to the
term “Maximum Credit” in the Loan Agreement or any of the other Financing Agreements is hereby amended to mean $175,000,000. 
 (o) The definition of “Reserves” in Section 1.104 of the Loan Agreement is hereby amended by deleting the period at the end of clause (vii) of such definition and replacing it with the
following: “, (viii) to reflect the amount of the Priority Payables and (ix) to reflect the Agent’s good faith estimate of the amount of any reserve necessary to reflect changes in applicable currency exchange rates of currency exchange
markets.” 
 1.3 Interpretation. For purposes of this Amendment No. 7, unless otherwise defined herein, all
capitalized terms used herein which are defined in the Loan Agreement shall have the meanings given to such terms in the Loan Agreement. 
 2. Consent. Subject to the terms and conditions contained herein, to the extent such consent is or may be required under the Loan Agreement, Agent and Lenders hereby consents to the acquisition by
Group Holdings of the Acquired Stock and the acquisition by certain Borrowers and Guarantors of the Acquired Assets, in each case in accordance with the terms of the Tropical Asset Purchase Agreement as in effect of the date hereof. Notwithstanding
anything to the contrary contained in this Amendment, the Loan Agreement or any of the other Financing Agreements, in no event shall any Accounts or Inventory of Farah UK be deemed to be Eligible Accounts or Eligible Inventory until Agent shall have
conducted a field examination and other due diligence with respect thereto that is satisfactory to Agent (and, at Agent’s option, obtained an appraisal of the Inventory of Farah UK in form and substance satisfactory to Agent) and then only to
the extent the criteria for Eligible Accounts and Eligible Inventory are satisfied with respect thereto in accordance with the terms of the Loan Agreement (or such other or additional criteria as Agent may, at its option, establish with respect
thereto in accordance with the Loan Agreement and subject to such Reserves as Agent may establish in accordance with the Loan Agreement). 







 3. Assumption of Obligations; Amendments to Guarantees and Financing Agreements.

 3.1 New Borrower hereby expressly (a) agrees to perform, comply with and be bound by all terms, conditions and covenants of
the Loan Agreement and the other Financing Agreements applicable to Existing Borrowers as applied to New Borrower, with the same force and effect as if New Borrower had originally executed and been an original Borrower signatory to the Loan
Agreement and the other Financing Agreements, (b) is deemed to make as to itself and the Existing Borrowers, and is, in all respects, bound by all representations and warranties made by Existing Borrowers to Agent and Lenders set forth in the Loan
Agreement or in any of the other Financing Agreements, (c) agrees that Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent
pursuant to Section 11 hereof, under and pursuant to the Loan Agreement and the other Financing Agreements, with respect to New Borrower and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders,
has with respect to Existing Borrowers and their respective assets and properties, as if New Borrower had originally executed and had been an original Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements,
and (d) assumes and agrees to be liable to Agent and Lenders for all Obligations of the Foreign Loan Parties under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same extent as if New
Borrower had originally executed and had been an original Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements. 
 3.2 Each Existing Borrower, in its capacity as Guarantor of the payment and performance of the Obligations of the other Existing Borrowers, and each Guarantor (other than Group Holdings) hereby agrees
that each of the Existing Guarantees is hereby amended to include each of Winnsboro, Tampa DC and PE Shared Services as an additional guarantor party signatory thereto, and each of Winnsboro, Tampa DC and PE Shared Services hereby agrees that the
Existing Guarantees are hereby amended to include each of Winnsboro, Tampa DC and PE Shared Services as an additional guarantor party signatory thereto, and each of Winnsboro, Tampa DC and PE Shared Services hereby expressly (a) assumes and agrees
to be directly liable to Agent and Lenders, jointly and severally with Existing Borrowers and Existing Guarantors signatories thereto, for payment and performance of all Obligations (as defined in the Existing Guarantees), (b) agrees to perform,
comply with and be bound by all terms, conditions and covenants of the Existing Guarantees with the same force and effect as if each of Winnsboro, Tampa DC and PE Shared Services had originally executed and been an original party signatory to each
of the Existing Guarantees as Guarantor, and (c) agrees that Agent and Lenders shall have rights, remedies and interests with respect to each of Winnsboro, Tampa DC and PE Shared Services and their respective property under the Existing Guarantees
with the same force and effect as if each of Winnsboro, Tampa DC and PE Shared Services had originally executed and been an original party signatory to each of the Existing Guarantees as Guarantor. 

4. Cover Page of Loan Agreement. Without imposing any duties, obligations or liabilities whatsoever on Wachovia Capital Markets,
LLC, the cover page to the Loan Agreement is hereby amended by adding the following immediately above the date contained on such cover page: 
 “WACHOVIA CAPITAL MARKETS, LLC, as Sole Lead Arranger, Manager and Bookrunner” 







 5. Concentration. Section 1.28(n) of the Loan Agreement is hereby amended by deleting
such section in its entirety and substituting the following therefor: 
 “(n) the aggregate amount of such Accounts owing by
a single account debtor (other than Wal-Mart, Kohls, Mervyns, J.C. Penney, Target, Sears Roebuck & Co., or Federated and May on a combined basis) do not constitute more than fifteen (15%) percent of the aggregate amount of all otherwise Eligible
Accounts and such Accounts owing by each of Kohls, Wal-Mart, or Federated and May on a combined basis 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 Mervyns, J.C. Penney, Target or 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);” 
 6. Loans. Section 2.1(b) of the Loan Agreement is
hereby amended by: 
 6.1 deleting “$60,000,000” from clause (iii) of such Section and substituting the amount of
“$90,000,000” therefor; and 
 6.2 deleting the period at the end of such Section and adding the following immediately
at the end thereof: 
 “; and (iv) the aggregate amount of Loans and Letter of Credit Accommodations outstanding at any time
to Farah UK shall not exceed the lesser of (A) the Borrowing Base of Farah UK at such time or (B) $5,000,000”. 
 7.
Letter of Credit Accommodations. Section 2.2(e) of the Loan Agreement is hereby amended by deleting the reference therein to “$30,000,000” and substituting the amount of “$60,000,000” therefor. 

8. Fees. Section 3.2(a) of the Loan Agreement is hereby deleted in its entirety and the following substituted therefor:

 “(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 $70,000,000 for the period commencing October 1 of each year and ending on March 31 of the immediately following year, or $50,000,000 for the period
commencing April 1 of each year and ending on September 30 of such year, exceeds the average daily principal balance of the outstanding Loans and Letter of Credit Accommodations during the immediately preceding month (or part thereof) while the Loan
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 of one (.25%) percent;
provided, that, effective as of the first
(1st) day of the second month of each fiscal quarter
(commencing with the fiscal quarter ending on July 31, 2005), 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	 
	$80,000,000 or more	 	1.75 to 1.00 or less	  	 	.25	% 
			
	Greater than or equal to $65,000,000 and less than $80,000,000	 	Greater than 1.75 to 1.00 but equal to or less than 2.00 to 1.00	  	 	.25	% 
			
	Greater than or equal to $50,000,000 and less than $65,000,000	 	Greater than 2.00 to 1.00 but equal to or less than 3.00 to 1.00	  	 	.25	% 
			
	Greater than or equal to $40,000,000 and less than $50,000,000	 	Greater than 3.00 to 1.00 but equal to or less than 4.00 to 1.00	  	 	.375	% 
			
	Less than $40,000,000	 	Greater than 4.00 to 1.00	  	 	.375	% 

 provided, that, (A) the unused line fee
percentage shall be calculated and established once each fiscal quarter (commencing with the fiscal quarter ending on July 31, 2005) 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.” 
 9.
Collection of Accounts. Section 6.3(a) of the Loan Agreement is hereby amended by deleting such Section in its entirety and substituting the following therefor: 

“(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 (or in the
case of Farah UK, letters of notice and acknowledgment in form and substance satisfactory to Agent) 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 of the US Loan Parties are maintained to transfer the funds on deposit in such Blocked Accounts to such operating bank account of the US Loan Parties 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 of the US
Loan Parties are maintained to transfer all available funds received or deposited into such 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) the
aggregate Excess Availability of Borrowers is less than $35,000,000. Agent shall send to Borrower Agent a copy of any such written instruction sent by Agent to such 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 the US Loan Parties 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. Notwithstanding anything contained
herein to the contrary, (x) funds on deposit in the Blocked Accounts of Foreign Loan Parties shall be transferred to the Agent Payment Account unless Agent otherwise directs and (y) no payments received by Agent from Farah UK (whether into the Agent
Payment Account or otherwise) shall be applied to any Obligations other than Obligations of Farah UK. 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.” 
 10. Collateral Reporting. Section 7.1(a)(iii) of the Loan Agreement
is hereby amended by inserting the following immediately before the semicolon at the end of clause (E) of such Section: “and (F) a report of the Priority Payables, and (G) the Leverage Ratio for the most recently ended fiscal quarter, the
Quarterly Average Excess Availability for the most recently ended fiscal quarter, the Excess Cash as of the last day of the most recently ended fiscal quarter, and a schedule of the calculations used in determining, as of the end of such fiscal
quarter, the foregoing.” 
 11. Grant of Security Interest by New Borrower and New Guarantors. 

11.1 Without limiting the provisions of Section 3 hereof, the Loan Agreement and the other Financing Agreements, (i) to secure payment and
performance of all Obligations, each New Guarantor (other than Group Holdings) hereby grants to Agent, for itself and the benefit of Lenders, (ii) to secure payment and performance of all Obligations of New Borrower, New Borrower hereby grants to
Agent, for itself and the benefit of Lenders, and (iii) to secure payment and performance of all Obligations of the Foreign Loan Parties, Group Holdings hereby grants to Agent, for itself and the benefit of Lenders, in each case a continuing
security interest in, a lien upon, and a right of set off against, and hereby assigns to Agent, for itself and the benefit of Lenders, as security, all personal property and interests in personal property of New Borrower and each New Guarantor,
whether now owned or hereafter acquired or existing, and wherever located, 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 New Borrower or a New Guarantor is a beneficiary or otherwise entitled to any payment (contingent or otherwise), and including all letter-of-credit rights; 







 (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 New Borrower or a New 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 New Borrower or a New 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. 
 11.2 Notwithstanding anything to the contrary contained in this
Section 11 above, the types or items of Collateral described in this Section 11 shall not include any rights or interest in any contract, license or license agreement covering personal property of New Borrower or any New Guarantor, if under the
terms of such contract, license or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein to Agent is prohibited and such prohibition has not been or is not waived or the consent of the other
party to such contract, license or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (a) to apply if any such prohibition is unenforceable under the UCC or
other applicable law or (b) so as to limit, impair or otherwise affect Agent’s unconditional continuing security interests in and liens upon any rights or interests of New Borrower or any New Guarantor in or to monies due or to become due under
any such contract, license or license agreement (including any Receivables). 
 11.3 Notwithstanding anything to the contrary
contained in the Loan Agreement, this Amendment or any of the other Financing Agreements, the Collateral consisting of Capital Stock of any Foreign Loan Party which secures the Obligations of US Loan Parties shall not exceed sixty-five (65%) percent
of the issued and outstanding Capital Stock of such Foreign Loan Party. 







 11.4 Notwithstanding anything to the contrary contained in this Amendment, the Loan
Agreement or any of the other Financing Agreements: 
 (a) as of the date hereof, with respect to all Foreign Loan Parties
(other than Supreme Canada) (i) no security interest granted by any such Foreign Loan Party under any of the Financing Agreements shall secure any Obligations of the US Loan Parties, (ii) no such Foreign Loan Party (whether as a guarantor or
otherwise) shall be liable in respect of any Obligations of the US Loan Parties and (iii) no security interest or guarantee (or purported grant of security interest or guarantee) under the Financing Agreements or other term of the Financing
Agreements shall apply to any Obligation to the extent that it would result in the granting of a security interest or guarantee or performance of such term constituting unlawful financial assistance within the meaning of section 151 of the Companies
Act of England and Wales or Section 60 of the Irish Companies Act, 1963 as amended; and 
 (b) from and after the date hereof,
Agent, without the consent of the Required Lenders or all Lenders, shall have the right, in its sole discretion, (i) to modify or amend the guaranty executed by Supreme Canada in favor of Agent so that, after giving effect to any such amendment or
modification, (A) any security interest granted by Supreme Canada under any of the Financing Agreements shall not secure any Obligations of the US Loan Parties, and (B) Supreme Canada (whether as a guarantor or otherwise) shall not be liable in
respect of any Obligations of the US Loan Parties and (ii) to modify or amend the Pledge and Security Agreement, dated as of October 1, 2002, executed and delivered by Parent in favor of Agent, so that, after giving effect thereto, only sixty five
(65%) percent of the outstanding Capital Stock of Supreme Canada shall be pledged to Agent as collateral for the Parent’s guarantee of the Obligations of US Loan Parties to Agent and Lenders. 

11.5 The grant of a security interest in the Collateral of the Foreign Loan Parties in favor of Agent under the laws of Ireland, England
and Wales is further evidenced by other Financing Agreements. 
 12. Use of Proceeds. Notwithstanding anything to the
contrary contained in the Loan Agreement, Borrowers shall use a portion of the proceeds of the Loans for payments of the purchase price required to be paid to Sellers pursuant to and in accordance with the terms of the Tropical Acquisition
Agreements as in effect on the date hereof and cost, expenses and fees incurred in connection with the preparation, negotiation, execution and delivery of this Amendment No. 7; provided, that, none of the proceeds of any Loan to Farah
UK shall be used to pay any portion of the purchase price for the Acquired Stock. 
 13. Liens. Section 9.8 of the Loan
Agreement is hereby amended by (a) deleting the period at the end of subsection (p) of such Section and replacing it with “; and” and (b) adding at the end of such Section new subsections as follows: 

“(q) the security interests in and liens and mortgages upon Real Property of Borrowers and Guarantors or their
Subsidiaries to secure the Indebtedness permitted under Section 9.9(r) hereof; and 
 (r) the security interests
and liens on assets of Subsidiaries incorporated or formed outside of the United States of America which are neither Borrowers nor Guarantors to secure Indebtedness in an outstanding amount not to exceed $1,000,000 at any time.” 







 14. Indebtedness. 

(a) Section 9.9(f)(iv) of the Loan Agreement is hereby amended by inserting the following immediately before the comma at the end of such
Section: “, and except that Parent may, after prior written notice to Agent, amend the terms thereof to permit Borrowers and Guarantors to consummate certain assets sales and to permit Borrowers and Guarantors to incur certain indebtedness in
each case pursuant to an amendment that is in form and substance satisfactory to Agent.” 
 (b) Section 9.9(j) of the Loan
Agreement is hereby amended by (i) deleting “$60,000,000” from clause (ii) of such Section and replacing it with “$110,000,000” and (ii) inserting the following immediately before the comma at the end of clause (iv) of such
Section: “and except that, Borrowers may, after prior written notice to Agent, amend a Letter of Credit Facility Agreement with a Letter of Credit Issuer to increase the amount of Indebtedness permitted outstanding thereunder so long as (A) the
aggregate outstanding amount of all Indebtedness under the Letter of Credit Facilities shall not exceed $110,000,000 at any time and (B) Agent shall have received an amendment to the Letter of Credit Intercreditor Agreement with 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 (it being understood that in no event shall Borrowers or Guarantors obtain under the Letter
of Credit Facility any commercial letter of credit which supports the purchase of Inventory unless such letter of credit requires Borrowers and Guarantors to pay the reimbursement obligation under such letters of credit on the day on which a drawing
is made under such letter of credit),”. 
 (c) Section 9.9 of the Loan Agreement is hereby amended by (i) deleting the
period at the end of subsection (q) of such Section and replacing it with “; and” and (ii) adding at the end of such Section a new subsection as follows: 

“(r) Indebtedness of Borrowers and Guarantors and their Subsidiaries arising after the effective date of Amendment
No. 7 pursuant to a mortgage loan in immediately available funds by a financial institution to Borrowers and Guarantors and their Subsidiaries based on the value of Real Property of Borrowers and Guarantors and their Subsidiaries, provided,
that, as to such Indebtedness, (i) Agent shall have received not less than thirty (30) days prior written notice of the intention of Borrowers and Guarantors and their Subsidiaries 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) promptly following Agent’s request, 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 Borrowers and Guarantors and their Subsidiaries 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 or Subsidiary, (vi) Borrowers, Guarantors and their Subsidiaries 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 or, if such Indebtedness is incurred in connection with the purchase of Real Property permitted under Section 9.10(k) hereof, to pay the purchase price of such Real Property, the cost
of improvement of such Real Property or other amounts related to either of the foregoing, (vii) in no event shall Borrowers, Guarantors or their Subsidiaries 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) Real Property of Borrowers, Guarantors and their
Subsidiaries, the value of which is the basis for such loan, shall be the only collateral for such Indebtedness, (ix) in no event shall the aggregate amount of all such Indebtedness exceed $10,000,000 outstanding at any time, (x) 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 (xi) Borrowers, Guarantors and their Subsidiaries 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.” 

15. Loans, Investments, Etc. 
 (a) Section 9.10(c) of the Loan Agreement is hereby amended by deleting such Section and replacing it with the following: 

“(c) the existing equity investments of each Borrower and Guarantor as of the date hereof in its Subsidiaries, except
that, on the effective date of Amendment No. 7, Parent may make a capital contribution to Group Holdings in an amount not to exceed 







 
$12,000,000, so long as Group Holdings immediately applies the proceeds of such capital contribution to pay the purchase price for the Acquired Stock and the International Trademark Interests of
Sellers purchased from the Sellers; provided, that, (i) such capital contribution shall be funded solely with proceeds of the intercompany loan made by Supreme to Parent in accordance with Section 9.10(g)((iv) hereof and (ii) 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 such Subsidiaries;” 

(b) Section 9.10(g) of the Loan Agreement is hereby amended by adding the following clauses immediately after the end of clause (iii) of
such Section: 
 “(iv) no US Loan Party shall make any loans to any Foreign Loan Party (unless otherwise
consented to by Agent in writing), except that (A) on the effective date of Amendment No. 7, Supreme may make a loan to Parent so long as Parent immediately applies the proceeds of such loan to make a capital contribution to Group
Holdings in an amount not to exceed $12,000,000 and Group Holdings immediately applies the proceeds of such capital contribution to pay the purchase price for the Acquired Stock and the Sellers’ International Trademark Interests, and (B) US
Loan Parties may make loans to Farah UK in an aggregate outstanding amount not to exceed $500,000 at any time so long as, 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; 
 (v) Farah UK shall not make any loans to any other Borrower or Guarantor;” 

(c) Section 9.10 of the Loan Agreement is hereby amended by (i) deleting the period at the end of subsection (j) of such Section and
replacing it with “; and” and (ii) adding at the end of such Section a new subsection as follows: 

“(k) the purchase by any Borrower or Guarantor or Subsidiary of Real Property located outside the United States,
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 after giving effect to any such payment, 
 (iii)
Agent shall have received not less than ten (10) Business Days’ prior written notice of the proposed purchase 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 Real Property to be purchased, and (C) the total purchase price for the Real Property to be purchased (and the terms of payment of such purchase price), 

(iv) promptly upon Agent’s request, the Borrower or Guarantor or Subsidiary purchasing such Real Property shall
deliver or cause to be delivered to Agent, true, correct and complete copies of all agreements, documents and instruments relating to such purchase, 
 (v) the Real Property purchased by any Borrower or Guarantor or Subsidiary shall be free and clear of any security interest, mortgage, pledge, lien, charge or other encumbrance (other than those permitted
in this Agreement) and Agent shall have received evidence satisfactory to it of the same, 
 (vi) the purchase by
any Borrower or Guarantor or Subsidiary of such Real Property 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 Subsidiary 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 Subsidiary or any Affiliate (other than those permitted in this Agreement) 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 or Subsidiary, 
 (vii) such purchase shall be in a bona fide arms’ length transaction with a person that is not an Affiliate of any Borrower or Guarantor, 







 (viii) 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 purchase unless such Borrower or Guarantor could incur such Indebtedness or create such security interest or lien hereunder or under the other
Financing Agreements, and 
 (ix) promptly upon Agent’s request, Agent shall have received, in form and
substance satisfactory to Agent, (A) 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 Collateral, and (B) such other agreements, documents and instruments as Agent may request in connection therewith.” 
 16. Minimum EBITDA. Section 9.17 of the Loan Agreement is hereby deleted in its entirety and the following substituted therefor: 

“9.17 Minimum EBITDA. At any time that the aggregate amount of the Excess Availability is less than
$35,000,000, (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 $50,000,000 (after giving effect to the EBITDA of Farah UK and its Subsidiaries on a pro forma basis in a manner satisfactory to Agent) 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.”

 17. Expenses. Section 9.19(f) of the Loan Agreement is hereby amended by deleting the reference therein to
“$750” and substituting the amount of “$850” therefor. 
 18. Collateral Matters. Section 12.11 of
the Loan Agreement is hereby amended by inserting the following new clauses immediately at the end of such Section: 
 “(e) If, after the date hereof, Borrowers and Guarantors incur Indebtedness from a Person other than a Lender in accordance with the terms of this Agreement and Borrowers and Guarantors are required
to grant a first priority perfected security interest in certain Intellectual Property to secure such Indebtedness, then Agent shall agree to subordinate its security interest in such Intellectual Property pursuant to an intercreditor agreement
between Agent and the holder of such Indebtedness; 







 
provided, that, (i) no Default or Event of Default shall exist or have occurred and be continuing and (ii) the terms of such intercreditor agreement shall be reasonably satisfactory to Agent.

 (f) Each Lender authorizes Agent to enter into, execute, deliver and carry out the terms of the intercreditor
agreement described in Section 12.11(e) hereof.” 
 19. Schedules to Loan Agreement. The Loan Agreement is hereby
amended by adding a new Schedule 1 thereto in the form of Exhibit B to this Amendment No. 7. 
 20. Representations,
Warranties and Covenants. Borrowers and Guarantors (including New Borrower and New Guarantors) jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants shall
survive the execution and delivery hereof: 
 20.1 This Amendment No. 7, the Tropical Supplemental Financing Agreements and the
Restructuring Supplemental Financing Agreements have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is a party hereto and thereto and, if necessary, their respective
stockholders, and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of Borrowers and Guarantors contained herein and therein constitute legal, valid and binding obligations of Borrowers and
Guarantors enforceable against them in accordance with their terms except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of
creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 
 20.2 No action of, or filing with, or consent of any Governmental Authority (other than the filing of UCC financing statements, the filing of the Share Mortgage granted by Group Holdings in favor of Agent
and the Debenture granted by Farah UK in favor of the Agent with the Companies House in England and the filing of particulars of each of the Share Mortgages granted by Parent in favor of Agent and the Debenture executed by Group Holdings in favor of
the Agent with the Companies Registration Office in Ireland), and no approval or consent of any other party, is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment No. 7, the
Tropical Supplemental Financing Agreements and the Restructuring Supplemental Financing Agreements (other than the consent and/or acknowledgement of the relevant depository bank in relation to the Deposit Account Control Agreements (or notices and
acknowledgements, as the case may be) with the banks at which the deposit accounts of Farah UK are maintained). 
 20.3 None of
the transactions contemplated by this Amendment No. 7, the Tropical Supplemental Financing Agreements or the Restructuring Supplemental Financing Agreements are in contravention of any applicable law, or the terms of any agreement to which any
Borrower or Guarantor is a party or by which any property of any Borrower or Guarantor is bound. 







 20.4 Agent will have on or prior to the date thirty (30) days from the date hereof, a valid
and perfected first priority security interest in the assets of New Borrower and New Guarantors, subject only to the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under Section 9.8 of the Loan
Agreement. 
 20.5 After giving effect to the amendments provided for herein, including the new Information Certificate included
with this Amendment No. 7, all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each as amended hereby, are true and correct in all material respects on and as of the date hereof as if made on
the date hereof, except to the extent any such representation or warranty is made as of an earlier specified date, in which case such representation or warranty shall have been true and correct as of such date. 

20.6 After giving effect to the amendments provided for herein and the Tropical Acquisition and other transactions contemplated hereby
and in the Tropical Acquisition Agreements, each Borrower (including New Borrower) is not insolvent (as such term is defined in the US Bankruptcy Code and any applicable state law) or will not become insolvent, and does not have unreasonably small
capital after the consummation of the transactions contemplated hereby and thereby to continue to engage in its business and has not incurred liabilities as a result of the transactions contemplated hereby and thereby that are beyond its ability to
pay as such liabilities mature. 
 20.7 The Tropical Acquisition Agreements and the transactions contemplated thereby have been
duly executed, delivered and performed in accordance with their terms, including the fulfillment (not the waiver, except as disclosed and consented to by Agent) of all conditions precedent set forth therein. Pursuant to the Tropical Acquisition
Agreements and the transactions contemplated thereby, Group Holdings has acquired and has good and marketable title to the Acquired Stock and the International Trademark Interests of Sellers, PEI Licensing has acquired and has good and marketable
title to the Acquired Intellectual Property, Tampa DC has acquired and has good and marketable title to the Acquired Real Estate, PE Shared Services has acquired and has good and marketable title to the Acquired Shared Services Assets, and Supreme
has acquired and has good and marketable title to the Acquired Remaining Assets, in each case free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted under Section 9.8 of the Loan Agreement. The Acquired Assets
consist solely of the Acquired Intellectual Property, the Acquired Real Estate, the Acquired Shared Services Assets, the International Trademark Interests of Sellers and the Acquired Remaining Assets. The total amount of the purchase price and other
consideration required to be paid by Borrowers and Guarantors for the Acquired Stock and the Acquired Assets does not exceed $88,500,000. 
 20.8 All actions and proceedings required by the Tropical Acquisition Agreements, the Bankruptcy Sale Order, applicable law or regulation (including, but not limited to, compliance with the
Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended and all applicable securities laws) have been taken and the transactions contemplated thereby have been duly and validly taken and consummated. 

20.9 Agent has, on or before the date hereof, received from Borrowers, true, complete and correct copies of the Bankruptcy Sale Order,
the Tropical Acquisition Agreements, and all notices, instruments, documents and agreements related thereto, including all exhibits and schedules thereto. 







 20.10 Borrowers and Guarantors shall take such steps and execute and deliver, and cause to
be executed and delivered, to Agent, such additional UCC financing statements and termination statements, and other and further agreements, documents and instruments as Agent may require in order to more fully evidence, perfect and protect
Agent’s first priority security interest in the Collateral (including the Collateral of New Borrower and New Guarantors). 

20.11 As of the date hereof, no Default or Event of Default exists or has occurred and is continuing. 

20.12 As of date hereof, the aggregate commitments of the Letter of Credit Issuers under the Letter of Credit Facility Agreements is
$60,000,000 and the maturity date of the obligations of Borrowers under the Letter of Credit Facility Agreements is not earlier than May 31, 2005. 
 20.13 No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Tropical Acquisition Agreements or
the Bankruptcy Sale Order and no governmental or other action or proceeding has been commenced, seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Tropical Acquisition
Agreements or the Bankruptcy Sale Order. 
 20.14 The Bankruptcy Sale Order has been duly entered and all conditions contained
therein have been fully complied with and satisfied, is valid, subsisting and continuing, has not been revoked, remanded, vacated, appealed, modified, reversed on appeal or revoked, remanded, vacated, reversed or modified by any Bankruptcy or
District Court Judge, is final and non-appealable and is not subject to any pending appeal and includes a finding that Borrowers and Guarantors have undertaken the transactions contemplated by the Tropical Acquisition Agreements in good faith, as
that term is used in Section 363(m) of the Bankruptcy Code, and as such, is entitled to all of the protections afforded thereby. 
 20.15 Prior to the consummation of the sale of the Acquired Assets by Seller, each Person who was revealed as holding a lien on or security in any of the Acquired Assets in the lien searches provided by
Borrowers and Guarantors to Agent before the sale of the Acquired Assets, received written notice of the intention of Sellers to sell the Acquired Assets. 
 21. Conditions Precedent. The effectiveness of the consent and amendments contained herein shall only be effective upon the satisfaction (or waiver by Agent) of each of the following conditions
precedent in a manner satisfactory to Agent: 
 21.1 Agent shall have received executed counterparts of this Amendment No. 7
(including all schedules and exhibits hereto), the Restructuring Supplemental Financing Agreements and the Tropical Supplemental Financing Agreements, duly authorized, executed and delivered by the respective party or parties hereto; 

21.2 [Intentionally Omitted]; 







 21.3 each of the Tropical Acquisition Agreements and the transactions contemplated thereby
shall have been or shall be duly authorized, executed and delivered by the respective parties thereto prior to or contemporaneously with the effectiveness thereof; 
 21.4 Agent shall have received, in form and substance satisfactory to Agent, true, correct and complete copies of the Bankruptcy Sale Order and the Tropical Acquisition Agreements, duly executed,
authorized and delivered by each of the parties thereto; 
 21.5 all conditions precedent to the obligations of the parties to
the Tropical Acquisition Agreements shall have been fulfilled (and not merely waived, except if approved in writing by Agent), at or before the consummation of the Tropical Acquisition; 

21.6 all actions and proceedings required by the Tropical Acquisition Agreements, the Bankruptcy Sale Order, applicable law or regulation
and the transactions contemplated thereby shall have been duly and validly taken in accordance with the terms thereof, and all required consents thereto under any agreement, document or instrument to which Borrowers, Guarantors or any of their
affiliates is a party or by which any of its or their properties are bound, and all applicable consents or approvals of each Governmental Authority, shall have been obtained and be in full force and effect; 

21.7 no court of competent jurisdiction shall have issued any injunction, restraining order or other order which prohibits the
consummation of the transactions described in the Bankruptcy Sale Order, Tropical Acquisition Agreements or the Financing Agreements or modifies such transactions, and no governmental or other action or proceeding shall have been commenced, seeking
any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Bankruptcy Sale Order, the Tropical Acquisition Agreements or the Financing Agreements; 

21.8 Agent shall have received UCC, Federal and State tax lien and judgment searches with respect to New Borrower (where applicable), New
Guarantors (where applicable) and Sellers in all relevant jurisdictions, as determined by Agent; 
 21.9 Agent shall have
received evidence of insurance and loss payee endorsements (as applicable) required under the Loan Agreement and under the other Financing Agreements with respect to New Borrower, New Guarantors and the Acquired Assets, in form and substance
satisfactory to Agent, and certificates of insurance policies and/or endorsements naming Agent as loss payee; 
 21.10 the
aggregate amount of the Closing Excess Availability of Borrowers as determined by Agent, as of the date hereof, shall be not less than $40,000,000 after giving effect to the closing of the Tropical Acquisition and the Loans made or to be made and
Letter of Credit Accommodations issued or to be issued in connection with the Tropical Acquisition and the other transactions contemplated hereunder and the amount of any fees and expenses payable in connection therewith (for purposes of this
Section 21.10, “Closing Excess Availability” shall mean, as to Borrowers, the amount, as determined by Agent, calculated at any date, equal to: (a) the Borrowing Base (without regard to the Loan Limit limitation as set forth in Section
1.10(a)(ii) of the definition of Borrowing Base) of all Borrowers (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 Borrowers 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 Borrowers 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 Borrowers in good faith); 
 21.11 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 to Sellers and Farah UK of any interest in and to any assets of Farah UK or Acquired Assets, 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 with respect to the Acquired Assets; 
 21.12 no material adverse change shall have occurred in the assets, business or prospects of Borrowers and Guarantors since the date of Agent’s latest field examination (not including for this
purpose the field review referred to in Section 20.13 below) and no change or event shall have occurred which would impair the ability of any Borrower or Guarantor 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; 
 21.13 Agent shall
have completed a field review of the Records and such other information with respect to the Acquired Assets as Agent may require to determine the amount of Loans available to Borrowers (other than New Borrower) (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; 
 21.14 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, the Factor Priority Collateral and the Letter of Credit Issuer Priority Collateral); 

21.15 Agent shall have received (a) Borrowers’ projected financial statements for the period from the date hereof through January
31, 2006 which shall be prepared on a monthly basis, together with a certificate, dated the date hereof, of the chief financial officer or chief executive officer of Parent stating that such projected financial statements were prepared by such
officer of Parent in good faith and are based on assumptions that are believed by such officer in good faith to be reasonable in light of all facts and circumstances known to Parent at such time, all of which shall be reasonably satisfactory to
Agent and (b) a turnaround plan with respect to the Acquired Assets and operations of Farah UK, which shall be in form and substances satisfactory to Agent; 







 21.16 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 (including the Collateral of New Borrower
and New Guarantors) or to effectuate the provisions of this Amendment No.7 and the other Financing Agreements; 
 21.17 Agent
shall have received, in form and substance satisfactory to Agent, the Information Certificate duly authorized, executed and delivered by Borrowers and Guarantors; 
 21.18 Agent shall have received, in form and substance satisfactory to Agent, (i) the Collateral Assignment of Acquisition Agreements, duly authorized, executed and delivered by Parent and (ii) the
Consent to the Collateral Assignment, duly authorized, executed and delivered by Sellers; 
 21.19 Agent shall have received a
written report of a current appraisal of the Inventory of Borrowers and Guarantors by an appraiser acceptable to Agent, on which Agent and Lenders shall be expressly permitted to rely, in form, scope and methodology satisfactory to Agent, setting
forth the net orderly liquidation value (and on such other basis as Agent may request of each type of category of Inventory and expressing such value as a percentage of the cost of such Inventory); 

21.20 Agent and Lenders shall be satisfied that, immediately after giving effect to the transactions contemplated to occur under this
Amendment No. 7 on the date hereof, Parent and each Borrower is Solvent. 
 21.21 New Borrower and New Guarantors shall have
authorized Agent to prepare and file such Uniform Commercial Code financing statements and other documents and instruments which Agent has determined are necessary to perfect or continue perfecting the security interests of Agent in all of the
assets now or hereafter owned by New Borrower or New Guarantors; 
 21.22 Agent shall have received originals of the shares of
the stock certificates representing one hundred percent (100%) of the issued and outstanding shares of the Capital Stock of PE Shared Services, together with a related stock power executed in blank; 

21.23 Agent shall have received, in form and substance satisfactory to Agent, either (a) Deposit Account Control Agreements by and among
Agent, New Borrower and each bank where such New Borrower has a collection account, in each case, duly authorized, executed and delivered by such bank and New Borrower, or (b) letters of notice and acknowledgement, duly authorized, executed and
delivered by New Borrower and each bank where New Borrower has a collection account; 
 21.24 Agent shall have received a copy
of the Certificate of Incorporation (or comparable document), and all amendments thereto, for each New Guarantor certified by the Secretary of State (or the equivalent governmental authority) of its jurisdiction of incorporation as of a recent date
certifying that each of the foregoing documents remains in full force and effect and has not been modified or amended, except as described therein; 







 21.25 Agent shall have received, in form and substance satisfactory to Agent, (a) the
Officer’s Certificate of Directors’ Resolutions, Corporate By-Laws, Incumbency and Shareholder’s Consent of each US Loan Party that is a corporation (except as to Parent, without the Shareholder’s Consent) and (b) the
Officer’s Certificate of Members’ and Managers’ Resolutions, Operating Agreement, Incumbency and Members’ Consent of each US Loan Party that is a limited liability company, in each case evidencing the adoption and subsistence of
resolutions approving the execution, delivery and performance by each US Loan Party of this Amendment No. 7, the Tropical Supplemental Financing Agreements and the Restructuring Supplemental Financing Agreements to which it is a party; 

21.26 Agent shall have received original good standing certificates (or its equivalent) from the Secretary of State (or comparable
official) from each jurisdiction where each New Guarantor (other than Group Holdings) conducts business; 
 21.27 Agent shall
have received, in form and substance satisfactory to Agent, a legal opinion of counsel to Borrowers (except Farah UK, as to which the legal opinion shall be provided to the Agent by Denton Wilde Sapte) and Guarantors (except Group Holdings, as to
which the legal opinion shall be provided to the Agent by McCann FitzGerald) with respect to the matters contemplated by this Amendment No. 7, the Tropical Supplemental Financing Agreements, the Tropical Acquisition Agreements and Restructuring
Supplemental Financing Agreements, and including opinions of counsel qualified in such jurisdictions as Agent may specify; 

21.28 No Default or Event of Default shall exist or have occurred and be continuing; 

21.29 No court of competent jurisdiction shall have issued any injunction, restraining order or other order with respect to the
Bankruptcy Sale Order which otherwise prohibits the consummation of the transactions described in the Bankruptcy Sale Order, the Tropical Acquisition Agreements or the Financing Agreements or modifies such transactions, and no governmental or other
action or proceeding shall have been commenced, seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Bankruptcy Sale Order, the Tropical Acquisition Agreements or the
Financing Agreements; and 
 21.30 Agent shall have received a certified copy of the Bankruptcy Sale Order, in form and
substance satisfactory to Agent, as duly entered by the Bankruptcy Court in the Chapter 11 Cases and the time within which any Person may contest or appeal from the Bankruptcy Sale Order shall have expired (or the Bankruptcy Court shall have entered
an order that the stay described in Bankruptcy Rule 6004(g) does not apply to the Bankruptcy Sale Order), without such contest or appeal having been taken and the Bankruptcy Sale Order shall, inter alia, (i) contain a finding that
Parent has undertaken the transactions contemplated by the Tropical Acquisition Agreements in good faith, as that term is used in Section 363(m) of the Bankruptcy Code, and as such, is entitled to all of the protections afforded thereby and (ii)
authorize Sellers to sell the Acquired Assets, free and clear of any security interests, liens, claims or encumbrances and to execute, deliver and perform the terms and provisions of all of the Tropical Acquisition Agreements; and 







 21.31 Agent shall have received, in form and substances satisfactory to Agent, the Fee
Letter by Borrowers in favor of Wachovia Bank, National Association; 
 21.32 Agent shall have received, in form and substance
satisfactory to Agent, a certified copy of the memorandum and articles of association, certificate of incorporation and certificate of incorporation on change of name (if any) or other constitutional documents of each Foreign Loan Party, together
with a certified copy of the register of members of such Foreign Loan Party; 
 21.33 Agent shall have received, in form and
substances satisfactory to Agent, a certified copy of the resolutions of the board of directors of each Foreign Loan Party approving such Foreign Loan Party’s entry into the Financing Agreements to which it is a party together with any other
authorization necessary or desirable for the entry into and performance of the Financing Agreements to which such Foreign Loan Party is a party or which create guarantees or security for the Obligations of such Foreign Loan Party; 

21.34 Agent shall have received, in form and substance satisfactory to Agent, a director’s certificate executed by a director of
each Foreign Loan Party (a) certifying that all corporation action required to enable such Foreign Loan Party to enter into, execute and perform its obligations under the Financing Agreements to which it is a party and to authorize the transactions
contemplated therein has been taken, (b) setting out the specimen signatures of those persons authorized to execute those Financing Agreements to which such Foreign Loan Party is a party on behalf of such Foreign Loan Party, and (c) certifying that
the performance by such Foreign Loan Party of its rights and obligations under the Financing Agreements would not contravene any agreement to which it is a party or by which it is bound; 

21.35 Agent shall have received a certified copy of each notice required to be dispatched pursuant to any Debenture included in the
Tropical Supplemental Financing Agreements and acknowledgements from all recipients of such notices as required by such Debenture or agreement by the relevant recipient of the form of acknowledgement to be given by it; 

21.36 Agent shall have received a copy of the mandate for each Blocked Account in the United Kingdom duly completed (so far as possible)
by New Borrower and evidence satisfactory to Agent that such Blocked Accounts have been opened; 
 21.37 Agent shall have
received satisfactory results to all final company and winding up searches in relation to each Foreign Loan Party; and 
 21.38
Agent shall have received stock certificates representing one hundred percent (100%) of the issued and outstanding shares of Capital Stock of Farah UK, sixty-five (65%) percent of the issued and outstanding shares of Capital Stock of Group Holdings
and thirty-five percent (35%) of the issued and outstanding shares of Capital Stock of Group Holdings, in each case together with a related stock power executed in blank. 
 22. Effect of this Amendment. This Amendment No.7 and the instruments and agreements delivered pursuant hereto constitute the entire agreement of the parties with respect to the subject matter
hereof and thereof, and supersede all prior oral or written communications, 







 
memoranda, proposals, negotiations, discussions, term sheets and commitments with respect to the subject matter hereof and thereof. Except as expressly amended pursuant hereto and except for the
consent expressly granted herein, no other changes or modifications or waivers to the Financing Agreements are intended or implied, and in all other respects the Financing Agreements are hereby specifically ratified, restated and confirmed by all
parties hereto as of the effective date hereof. To the extent that any provision of the Loan Agreement or any of the other Financing Agreements are inconsistent with the provisions of this Amendment No. 7, the provisions of this Amendment No.7 shall
control. 
 23. Further Assurances. Each Borrower and Guarantor shall execute and deliver such additional documents and
take such additional action as may be reasonably requested by Agent or Lenders to effectuate the provisions and purposes of this Amendment No.7. 
 24. Governing Law. The rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance with 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). 

25. Binding Effect. This Amendment No.7 shall be binding upon and inure to the benefit of each of the parties hereto and their
respective successors and assigns. 
 26. Counterparts. This Amendment No.7 may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment No.7, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the
parties hereto. Delivery of an executed counterpart of this Amendment No.7 by telecopier shall have the same force and effect as delivery of an original executed counterpart of this Amendment No.7. Any party delivering an executed counterpart of
this Amendment No.7 by telecopier also shall deliver an original executed counterpart of this Amendment No.7, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this
Amendment No.7 as to such party or any other party. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 7 to be duly executed
and delivered by their authorized officers as of the day and year first above written. 
  

			
	SUPREME INTERNATIONAL, LLC,
	formerly known as Supreme International, Inc.
		
	By:	 	Perry Ellis International, Inc.,
		 	its Managing Member
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	VP – Finance
	
	JANTZEN, LLC,
	formerly known as Jantzen, Inc.
		
	By:	 	Perry Ellis International, Inc.,
		 	its Managing Member
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	VP – Finance
	
	PERRY ELLIS MENSWEAR, LLC,
	formerly known as Perry Ellis Menswear, Inc.
		
	By:	 	Perry Ellis International, Inc.,
		 	its Managing Member
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	VP – Finance
	
	SALANT HOLDING LLC,
	formerly known as Salant Holding Corporation
		
	By:	 	Perry Ellis International, Inc.,
		 	its Managing Member
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	VP – Finance


 [SIGNATURES
CONTINUE ON FOLLOWING PAGE] 







 [SIGNATURES CONTINUED FROM PRECEDING PAGE] 

 

			
	FARAH MANUFACTURING (U.K.) LIMITED
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	Director
	
	 PERRY ELLIS INTERNATIONAL GROUP
 HOLDINGS LIMITED

		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	Director / Secretary
	
	PEI LICENSING, INC.
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	Treasurer
	
	SUPREME MUNSINGWEAR CANADA, INC.
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	Treasurer


 [SIGNATURES CONTINUE ON
FOLLOWING PAGE] 







 [SIGNATURES CONTINUED FROM PRECEDING PAGE] 

 

			
	JANTZEN APPAREL, LLC,
	formerly known as Jantzen Apparel Corp.
		
	By:	 	PEI Licensing, Inc.,
		 	its Managing Member
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	Treasurer
	
	SUPREME REAL ESTATE I, LLC
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	Manager
	
	SUPREME REAL ESTATE II, LLC
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	Manager
	
	SUPREME REALTY, LLC
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	Manager


 [SIGNATURES CONTINUE ON
FOLLOWING PAGE] 







 [SIGNATURES CONTINUED FROM PRECEDING PAGE] 

 

			
	PERRY ELLIS SHARED SERVICES
	   CORPORATION
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	Treasurer
	
	WINNSBORO DC, LLC
		
	By:	 	Perry Ellis International, Inc.,
		 	its Managing Member
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	VP Finance
	
	TAMPA DC, LLC
		
	By:	 	Perry Ellis International, Inc.,
		 	its Managing Member
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	VP - Finance
	
	PERRY ELLIS REAL ESTATE, LLC,
	 formerly known as Perry Ellis Real Estate
 Corporation

		
	By:	 	Perry Ellis International, Inc.,
		 	its Managing Member
		
	By:	 	 /s/ Rosemary B. Trudeau

	Title:	 	VP - Finance


 [SIGNATURES CONTINUE ON
FOLLOWING PAGE] 







 [SIGNATURES CONTINUED FROM PRECEDING PAGE] 

AGREED: 
 WACHOVIA BANK, NATIONAL ASSOCIATION,

 successor by merger to Congress Financial Corporation, 
 as Agent and a Lender 
  

			
	By:	 	 /s/ L Forte

	Title:	 	EVP

 THE CIT GROUP/COMMERCIAL SERVICES, INC. 

 

			
	By:	 	 /s/ William Shulman

	Title:	 	Vice President

 THE ISRAEL DISCOUNT BANK OF NEW YORK

  

			
	By:	 	 /s/ David Keinan

	Title:	 	EVP & COO

 [SIGNATURES CONTINUE ON
FOLLOWING PAGE] 







 [SIGNATURES CONTINUED FROM PRECEDING PAGE] 

HSBC BANK USA, NATIONAL ASSOCIATION 
  

			
	By:	 	 /s/ Bruce Wicks

	Title:	 	Firs Vice President

 HSBC BUSINESS CREDIT (USA) INC.

  

			
	 By:
	 	 /s/ M Tandeen

	Title:	 	Vice President








 EXHIBIT A 
 TO 
 AMENDMENT NO. 7 

Information Certificate 
 See Attached 

  
 A - 1









 AMENDED and RESTATED 

INFORMATION CERTIFICATE 
 OF 
 PERRY ELLIS INTERNATIONAL, INC 

AND ITS SUBSIDIARES 

Dated: February 26, 2005, 

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.
	  			


  
 A - 2










	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


  
 A - 3









 See Exhibit A for name changes and changes in type of entity. 

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

 

	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 December 2005, Perry Ellis entered into an asset purchase agreement with Tropical Sportswear Int’l Corporation and certain of its subsidiaries to purchase
certain domestic operating assets and the capital stock of Farah Manufacturing (U.K.) Limited for $88.5 million, subject to an adjustment based on Tropical’s accounts receivable and inventory as of the closing date. 


 

	 	ii.	In October 2003, Jantzen Apparel Corp. acquired the Redsand business from Redsand Inc. pursuant to an asset purchase agreement for approximately $1.75 million.


  

	 	iii.	In June 2003, Perry Ellis acquired Salant Corporation for approximately $91.0 million pursuant to an agreement and plan of merger. 


 

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


  

	 	v.	 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. 



 

	 	vi.	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. 

  

	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. 


  
 A - 4










	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. 

  

	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. 


  
 A - 5










	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 indebtedness of another party
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 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. 

  

	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 as breach of contract. 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). 


  
 A - 6










	27.	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, George Pita and Rosemary B. Trudeau

  

	28.	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. 

 

	29.	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).


  

	30.	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



  
 A - 7









 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

				
	4902 West Waters Avenue
Tampa, Florida 33634	  	Owned	  	 —
	  	Supreme
				
	 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


  
 A - 8










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

	  	 Perry Ellis entity
with
Operations

				
	4902 West Waters Avenue
Tampa, Florida 33634	  	Owned	  	—	  	Supreme
				
	777 N.W. 72nd Avenue
Miami, Florida 33126	  	Leased	  	Miami International Mart Realty, Inc.	  	Supreme
				
	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
				
	 15255 Alton Parkway
Suite 300

Irvine, California 92618
	  	Leased	  	Alton Plaza Property, Inc.	  	Redsand, a division of Supreme International LLC
				
	 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
				
	Crittal Road
Witham, Essex, United Kingdom	  	Leased	  	Ampleforth Developments (Witham) Limited	  	Farah UK
				
	111 Avenue of the Americas	  	Leased	  	Trizechan-Swig LLC	  	Perry Ellis Menswear


  
 A - 9










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

	  	 Perry Ellis entity
with
Operations

				
	4902 West Waters Avenue
Tampa, Florida 33634	  	Owned	  	—	  	Supreme
				
	 Dallas Market Center
 Space No.
2A70
 2300 Stemmons Freeway
 Dallas,
Texas 75207
	  	Leased	  	Dallas Market Center Co. Ltd.	  	Perry Ellis Menswear
				
	 8500 Higuera Street
 Culver
City, Ca 90232
	  	Leased	  	Rick Solomon Enterprises	  	Axis Division, Salant Holding
				
	 5880 W. Jefferson Boulevard Studio A
 Los Angeles, California
	  	Leased	  	Rodeo Properties, LLC	  	Axis Division, Salant Holding
				
	 1350 Avenue of the Americas

New York, NY 10036
	  	 Leased
	  		  	Tricot Division, Salant Holding

				
	 392 US 321 Bypass
 Winnboro, SC
29180
	  	 Owned
	  	 —
	  	Perry Ellis Menswear
				
	 264 US 321 Bypass
 Winnboro, SC
29180
	  	Leased	  	Killeen Properties LLC	  	Perry Ellis Menswear

 PERRY ELLIS STORES
DIVISION 
 Lease Expiration Schedule as of 01/31/2005 

See Perry Ellis Menswear LLC Listing of Retail Stores in Schedule 8.15 

  
 A - 10









 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.	  	Bailor VG-HDP Bailor 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
				
		  	IDB Bank	  	See attachment 8.4(g)	  	200201828799 / Florida
				
		  	Commercebank	  	See attachment 8.4(h)	  	20020189046X Florida


  
 A - 11










							
	 Name of Company
	  	 Name of Secured Party
	  	 Description Of Collateral
	  	 File No. of Financing Statement/
Jurisdiction
(Optional)

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


  
 A - 12










 

 


  
 A - 13









 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 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. 


  
 A - 14









 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”); 
 A. 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”); 

  
 A - 15










 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. 

  
 A - 16










 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. 

  
 A - 17









 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 clause! (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. 


  
 A - 18










 

 


  
 A - 19









 



 

  
 A - 20









 



 

  
 A - 21









 SCHEDULE 8.6 
 to 
 INFORMATION CERTIFICATE 

Pending Litigation 
 None

 SCHEDULE 8.8 
 to 
 INFORMATION CERTIFICATE 

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

  
 A - 22









 SCHEDULE 8.10 
 to 
 INFORMATION CERTIFICATE 

Deposit Accounts; Investment Accounts 
 INFORMATION TO CERTIFICATE 
 DEPOSIT ACCOUNTS 

 

									
	 Deposit Accounts:
	  		  				  	
				
	 Name of Company
	  	
Name & Address of Bank
	  	Account No.	 	  	 Purpose

				
	Perry Ellis International, Inc	  	Bank of America	  	 	*	  	  	Collection Account/Concentratior
				
	BBI Retail LLC	  	Bank of America	  	 	*	  	  	Collection Account
				
	Jantzen Apparel LLC	  	Bank of America	  	 	*	  	  	Collection Account Subject to Loc
				
	Jantzen Apparel LLC	  	Bank of America	  	 	*	  	  	Collection Account
				
	PEI Licensing, Inc.	  	Bank of America	  	 	*	  	  	Collection Account
				
	Supreme International, LLC	  	Bank of America	  	 	*	  	  	Collection Account Subject to Loc
				
	Perry Ellis Int’l Group Holdings	  	Bank of America	  	 	*	  	  	Collection Account
				
	Perry Ellis Int’l Europe, Ltd	  	Bank of America	  	 	*	  	  	Collection Account
				
	Perry Ellis Menswear, LLC	  	Bank of America	  	 	*	  	  	Collection Account Subject to Loc
				
	Supreme International Inc. dba Tropical Sportswear	  	Bank of America	  	 	*	  	  	Collection Account Subject to Loc
				
	Supreme International Inc. dba Tropical Sportswear/Savane	  	Bank of America	  	 	*	  	  	Collection Account Subject to Loc
				
	Perry Ellis International, Inc	  	Bank of America	  	 	*	  	  	Money Purchase Pension Plan
				
	Perry Ellis International Inc	  	Bank of America	  	 	*	  	  	Employee Benefit Account (Flex:
				
	Perry Ellis International, Inc	  	Bank of America	  	 	*	  	  	Employee Benefit Account (Trans
				
	I Retail Corp	  	HSBC US	  	 	*	  	  	Collection Account (Store)


 

	*	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. 


  
 A - 23










									
	Original Penguin	  		  				  	
				
	Perry Ellis Menswear, LLC	  	Bank of America	  	 	*	  	  	 Depository Plus/ receive cash sw

4 store accounts)

				
	DISBURSEMENT ACCOUNTS	  		  				  	
				
	 Disbursement Accounts:
	  	 	  	 	 	  	 
				
	 Name of Company
	  	 Name & Address of Bank
	  	Account No.	 	  	 Purpose

				
	Perry Ellis International, Inc	  	Bank of America	  	 	*	  	  	Funding Account
				
	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, LLC	  	Bank of America	  	 	*	  	  	Payables/Payroll
				
	Supreme International LLC/dba Tropical Sportswear Payables	  	Bank of America	  				  	Payables
				
	Supreme International LLC/dba Tropical Sportswear Payables	  	Bank of America	  				  	Payroll
				
	Jantzen Apparel, LLC	  	Bank of America	  	 	*	  	  	Payables/Payroll
				
	Jantzen, LLC	  	Bank of America	  	 	*	  	  	Payables/payroll
				
	Perry Ellis Menswear, LLC	  	Bank of America	  	 	*	  	  	Payables
				
	Perry Ellis Menswear, LLC	  	Bank of America	  	 	*	  	  	Payroll
				
	Salant Holding, LLC	  	Bank of America	  	 	*	  	  	Payroll
				
	Supreme Munsingwear Canada (US Dollars)	  	HSBC Canada	  	 	*	  	  	Payables
				
	Supreme Munsingwear Canada (Canadian Dollars)	  	HSBC Canada	  	 	*	  	  	Payables & Collections


 

	*	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. 


  
 A - 24










							
	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	  	*	  	Payable payments
				
	Perry Ellis menswear, LLC Petty Cash	  	Bank of America	  	*	  	Petty Cash Account for Axis Di

  

											
		  	Farah Manufacturing Bank Details	  				  			
				
	 	  	 	  	Account No	 	  	Balance	 
	 Business Permium
	  	 Barclays Bank
 Business
Centre
 Witham Branch
 PO Box
3692
 Witham
	  	 	*	  	  	 	€262,190.03	  
				
	 Current Account
	  	 Barclays Bank
 Business
Centre
 Witham Branch
 PO Box
3692
 Witham
	  	 	*	  	  	 	€           6.00	  
				
	 US Dollar Account
	  	 Barclays Bank
 Business
Centre
 Witham Branch
 PO Box
3692
 Witham
	  	 	*	  	  	 	$265,520.45	  
				
	 Sales Ledger Recpt
	  	 Barclays Bank
 Business
Centre
 Witham Branch
 PO Box
3692
 Witham
	  	 	*	  	  	 	€  13,355.66	  
				
	 Euro
	  	 Barclays Bank
 Business
Centre
 Witham Branch
 PO Box
3692
 Witham
	  	 	*	  	  	 	€  49,480.64	  


 

	*	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. 


  
 A - 25










											
	 Dublin Euro
	  	 Irish Branch
 47/48 St
Stephens Green
 Dublin 2

Ireland
	  	 	*	  	  	€	94,107.93	  
				
	 Holland Euro
	  	 Fortis Bank
 PO Box
941
 1000 AX Amsterdam

Netherlands
	  	 	*	  	  	€	23,173.36	  

  

	*	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. 


  
 A - 26









 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
February 26, 2005	 
	 Perry Ellis
	  	Bank of America	  	 	*	  	  	Investment	  	Money
market and
fixed rate
term
investments	  	$	0	  

  

	*	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. 


  
 A - 27










					
	Foreign	  		  	
			
	Citibank	  	*	  	Birdhill - Hong Kong Checking
			
	 Citibank

Citibank Tower, 47th floor,
	  	*	  	Manhattan Far East - Hong Kong
	 Citibank Plaza 3 Garden Road,
 Central Hong Kong
	  	*	  	Manhattan Far East - Hong Kong


OPEN STORE BANK ACCTS 
  

							
	 STORE#
	  	 STORE LOCATION
	  	 BANK NAME
	  	ACCT#
	1508	  	FRANKLIN MILLS, PA	  	CITIZENS BANK	  	*
		  		  	PO BOX 34789	  	
		  		  	PHILADEPHIA, PA 19101	  	
				
	1509	  	WRENTHAM, MA	  	WRENTHAM CO-OP BANK	  	*
		  		  	102 SOUTH STREET	  	
		  		  	WRENTHAM, MA 02093	  	
				
	1510	  	SAWGRASS MILLS, FL	  	BANK OF AMERICA	  	*
		  		  	SUNRISE, FL	  	
		  		  		  	
				
	1513	  	RIVERHEAD, NY	  	SUFFOLK COUNTNY NATIONAL BANK	  	*
		  		  	1201 OSTRANDER AVENUE	  	
		  		  	RIVERHEAD, NY 11901-9000	  	
				
	1514	  	MYRTLE BEACH, SC	  	BANK OF AMERICA	  	*
				
	1516	  	DAWSONVILLE, GA	  	UNITED COMMUNITY BANK	  	*
		  		  	PO BOX 159	  	
		  		  	DAWSONVILLE, GA 30534-0159	  	

  

	*	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. 


  
 A - 28










							
	1518	  	KATY, TX	  	BANK OF AMERICA	  	*
		  		  	ZBA	  	
				
	1519	  	JERSEY GARDENS, NJ	  	FLEET BANK	  	*
		  		  	1201 CORBIN STREET	  	
		  		  	ELIZABETH, NJ 07201	  	
				
	1520	  	CONCORD, NC	  	FIRST CITIZENS BANK	  	*
		  		  	18 LAKE CONCORD ROAD	  	
		  		  	CONCORD, NC 28025	  	
				
	1521	  	DESTIN, FL	  	AMSOUTH BANK OF FLORIDA	  	*
		  		  	91 OLD HIGHWAY 98	  	
		  		  	DESTIN, FL 32541	  	
				
	1522	  	NAPLES, FL	  	BANK OF AMERICA	  	*
		  		  	ZBA	  	
				
	1523	  	CAMARILLO, CA	  	SANTA BARBARA BANK & TRUST	  	*
		  		  	2310 EAST PONDEROSA DRIVE	  	
		  		  	CAMARILLO, CA 93010	  	
				
	1524	  	ORLANDO, FL	  	SUNTRUST BANK	  	*
		  		  	PO BOX 628096	  	
		  		  	ORLANDO, FL 32897	  	

  

	*	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. 


  
 A - 29










							
	1525	  	ALPINE, CA	  	BORREGO SPRINGS BANK	  	*
		  		  	5005 WILLOWS ROAD,SUITE F-102	  	
		  		  	ALPINE, CA 91901	  	
				
	1526	  	ALLLEN, TX	  	AMERICAN NATIONAL BANK OF TX	  	*
		  		  	720 GREENVILLE AVE	  	
		  		  	ALLEN, TX 75002	  	
				
	1528	  	POTOMAC MILLS, VA	  	RIGGS BANK, N.A.	  	*
		  		  	2720 POTOMAC MILLS CIRCLE	  	
		  		  	WOODBRIDGE, VIRGINIA 22192	  	
				
	1529	  	NAPA, CA	  	VINTAGE BANK	  	*
		  		  	3271 BROWN VALLEY ROAD	  	
		  		  	PO BOX 2200	  	
		  		  	NAPA, CA 94558-0298	  	
				
	1530	  	OPRY MILLS, TN	  	BANK OF AMERICA	  	*
		  		  	NASHVILLE, TN	  	
				
	1534	  	PRIMM, NV	  	BANK OF AMERICA	  	*
		  		  	CHARLOTTE, NC	  	
				
	1536	  	GILROY, CA	  	BANK OF AMERICA	  	*
		  		  	ZBA	  	

  

	*	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. 


  
 A - 30










							
	1538	  	LAWRENCEVILLE, GA	  	FIRST NATIONAL OF GWINNETT	  	*
		  		  	2734 MEADOW CHURCH ROAD	  	
		  		  	AURORA, OH 44202	  	
				
	1540	  	LAS VEGAS, NV 2	  	BANK OF AMERICA	  	*
		  		  	ZBA	  	
				
	1541	  	AURORA, IL	  	OLD SECOND NATIONAL BANK	  	*
		  		  	37 SOUTH RIVER STREET	  	
		  		  	AURORA, IL 60506-4172	  	
				
	1542	  	LAKEWOOD, CO	  	1ST BANK OF COLORADO	  	*
		  		  	10403 WEST COLFAX AVENUE	  	
		  		  	LAKEWOOD, CO 80215	  	
				
	1543	  	ORLANDO, FL	  	BANK OF AMERICA	  	*
		  		  	TAMPA, FLORIDA	  	
				
	1544	  	LAS VEGAS, NV	  	BANK OF AMERICA	  	*
				
	3607	  	SAN MARCOS, TX	  	FROST NATIONAL BANK	  	*
		  		  	PO BOX 1600	  	
		  		  	SAN ANTONIO, TX 78296-1400	  	
				
	3608	  	TANNERSVILLE, PA	  	FIRST NATIONAL OF PALMERTON	  	*
		  		  	PO BOX 152	  	
		  		  	TANNERSVILLE, PA 18372	  	

  

	*	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. 


  
 A - 31










							
	3610	  	CABAZON, CA	  	WELLS FARGO BANK	  	*
		  		  	PO BOX 6995	  	
		  		  	PORTLAND, OR 97228-6995	  	
				
	3612	  	HARRIMAN, NY	  	M & T BANK	  	*
		  		  	23 LAKE STREET	  	
		  		  	MONROE, NY 10950	  	
				
	3651	  	CLINTON, CT	  	LIBERTY BANK	  	*
		  		  	8 EAST MAIN STREET	  	
		  		  	CLINTON, CT 06413	  	
				
	3656	  	MILPITAS, CA	  	BANK OF AMERICA	  	*
		  		  	MILPITIS, CA 95035	  	

  

	*	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. 


  
 A - 32









 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 for the trademarks acquired in connection with the Tropical transaction. 

2. Licensed 
 See Exhibit B hereto. 
 B. Patents 

In connection with the Tropical acquisition, PEI is acquiring the following three patents: 

 

					
	 Patent Number
	  	Date Issued	  	 Description

	5,013,378	  	5/17/91	  	Pleated trouser crease-forming method and machine improvements therefore
			
	D 361,454	  	8/22/95	  	Display stand
			
	D 364,762	  	12/5/95	  	File Display

 C. Copyrights

 The only patterns and designs that we immediately send to the U.S. Copyright Office for official copyright registrations are
those designs/patterns that we purchase from design studios. We obtain copyright assignments from the studios, and then we forward the patterns/designs to the U.S. Copyright Office for registration because, in the event that someone accuses our
company of infringement, it is important to make sure that we properly own the designs that we purchase. Many of these patterns/designs are not even used by us, and it is very difficult to provide a full list of all of our copyrights because each
copyright application/registration has anywhere from 2-30 designs/patterns. When a pattern/design is created by one of our own designers, we automatically own a common law copyright in it. Due to the number of designs/patterns that are constantly
being created, it is virtually impossible to send out applications to the Copyright Office. Therefore, we only officially copyright our own designs when a situation arises where a third-party is copying our designs. In that case, we file an
application that requests special handling. A special handling allows us to obtain a rushed copyright registration due to a pending litigation. 

  
 A - 33









 SCHEDULE 8.12 
 to 
 INFORMATION CERTIFICATE  

Subsidiaries; Affiliates; Investments 
 B. Subsidiaries (More than 50% owned by Company indicated) 
  

																	
	 Company
	  	Subsidiary	 	  	Jurisdiction of
Incorporation 
 	 	  	 	 	  	Percentage
Owned	 
					
	 See Exhibit A hereto.
	  				  				  				  			

 C. Affiliates (Less than 50% Owned by Company) 

 

																	
	 Company
	  	Affiliate	 	  	Jurisdiction of
Incorporation 
 	 	  	 	 	  	Percentage
Owned	 
					
	 See Exhibit A hereto.
	  				  				  				  			

 D. Affiliates (Subject to common ownership with Company) 

 

																	
	 Company
	  	Affiliate	 	  	Jurisdiction 
of
Incorporation	 	  	Parent	 	  	Percentage
Owned	 
					
	 See Exhibit A hereto.
	  				  				  				  			

 E. 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”. 


  
 A - 34









 SCHEDULE 8.13 
 to 
 INFORMATION CERTIFICATE  

Labor Matters 
 On
September 9, 2002, the National Labor Relations Board (hereinafter, “NLRB”) 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 49 votes in favor of the Union and 55 against. The Union filed administrative objections to
the election and, on April 15, 2003, the NLRB issued a Decision and Direction of Second Election, directing its Miami Region 12 Office to conduct a second election. The Union subsequently filed administrative charges alleging unfair labor practices
on May 1, 2003. A second election was held on May 30, 2003. The results of that election were 30 votes in favor of the Union and 50 votes against the Union. The results of that election were certified final by the NLRB in May 2004, and any pending
administrative issues relating to the election were either resolved or dismissed by the NLRB. 
 Perry Ellis is subject to a collective
bargaining agreement in place at Perry Ellis Menswear LLC’s Winnsboro, South Carolina distribution facility. That agreement expires August 31, 2005. 

  
 A - 35









 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, 2002 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.	Loan and Security Agreement with Congress Financial Corporation, as amended 


 

	 	13.	Senior Note Indenture 

  

	 	14.	Subordinated Note Indenture 

  

	 	15.	Perry Ellis International, Inc. Equity Compensation Plan 

  

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


  
 A - 36










	 	16.	Employment Agreement between Alberto de Cardenas and Perry Ellis International, Inc. 


 

	 	17.	Agreement and Plan of Merger, date February 3, 2003, by and among Perry Ellis, Connor Acquisition Corp. and Salant Corporation. 


 

	 	18.	Asset Purchase agreement between Perry Ellis International Inc. and Tropical Sportswear International Corp. dated December 16, 2004. 


 

	 	19.	UNITE Memorandum of Understanding dated November 15, 2002 and draft agreement with the United Needle Trades, Industrial, Textile Employees, AFL-CIO
September 1, 2002 – August 31, 2005. 

 Employment Agreement between George Pita and Perry Ellis
International, Inc 

  
 A-37









 Real Estate Leases 

Retail Division Lease Renewal Schedule (Sorted by Store #) 

 

											
	 	  	 	  	 	  	 	  	Current	  	 
						
	 Store
#
	  	 Store
State
	  	 Store City
	  	 Date
Opened
	  	 Expiration Date
	  	 ADDRESS

						
	508	  	PA	  	Philadelphia	  	Apr-97	  	 EXPIRED 6/4/2004
 extended 12-31-05
	  	FRANKLIN MILLS PO BOX 277867 ATLANTA, GA 30384
						
	509	  	MA	  	Wrentham	  	Oct-98	  	 Jan-09
	  	CPG PARTNERS, LP PO BOX 827727 PHILADELPHIA, PA 19182
						
	510	  	FL	  	Sunrise	  	Apr-00	  	 Apr-05
	  	SUNRISE MILLS PARTNERSHIP, PO BOX 277861 ATLANTA, GA 30384
						
	511	  	FL	  	Ellenton	  	Nov-98	  	 Closed
	  	GULF COAST FACTORY SHOPS DEPT 140, PO BOX 17543 BALTIMORE, MD 21297
						
	513	  	NY	  	Riverhead	  	Sep-99	  	 Sep-09
	  	TANGER PROPERTIES LTD, PO BOX 65805 RV2PR1, CHARLOTTE, NC 28265
						
	514	  	SC	  	Myrtle Beach	  	Jul-99	  	 Dec-04
	  	 COROC/MYRTLE BEACH LLC C.O TANGER

PROPERTIES DTD, 3200 NORTHLINE AVENUE #530, GREENSBORO, NC 27408

						
	516	  	GA	  	Dawsonville	  	Aug-99	  	 Jan-07
	  	CHELSEA GCA REALTY PARTNERS, TENANT ID: DAW-PERRY, PO BOX 827727 PHILADELPHIA, PA 19182
						
	518	  	TX	  	Katy	  	Nov-99	  	 Oct-05
	  	KATY MILLS MALL LTD, PO BOX 100554, ATLANTA, GA 30384
						
	519	  	NJ	  	Elizabeth	  	Oct-99	  	 Oct-09
	  	JG ELIZABETH, LLC C/O HUNTINGTON NATIONAL BANK C.O GLIMCHER PROPERTIES LP, 150 EAST GAY STREET, COLUMBUS, OH 43215


  
 A-38










											
	520	  	NC	  	Concord	  	 Sep-99
	  	 Sep-05
	  	CONCORD MILLS LIMITED PARTNERSHIP, PO BOX 100451, ATLANTA, GA 30384
						
	521	  	FL	  	Destin	  	 Jul-99
	  	 Jun-08
	  	SILVER SANDS JOINT VENTURE, PO BOX 16167 MOBILE, AL 36616-0167
						
	522	  	FL	  	Estero	  	 Jan-00
	  	 Jan-10
	  	MIROMAR DEVELOPMENT INC, P O BOX 414935, BOSTON, MA 02241
						
	523	  	CA	  	Camarillo	  	 Apr-00
	  	 Jan-08
	  	CPG PARTNERS, LP PO BOX 827727, TENANT ID: CAM-PERRY PHILADELPHIA, PA 19182
						
	524	  	FL	  	Orlando	  	May-00	  	 Jan-06
	  	SIMON/CHELSEA ORLANDO DEVELOPMENT TENANT ID: ORL-PERRY, PO BOX 827733, PHILADELPHIA, PA 19182
						
	525	  	CA	  	Alpine	  	Jul-00	  	 Aug-05
	  	VIEJAS SPRINGS VILLAGE CENTER, 5005 WILLOWS ROAD #213, ALPINE, CA 91901
						
	526	  	TX	  	Allen	  	 Oct-00
	  	 Jan-08
	  	CHELSEA GCA REALTY PARTNERS, TENANT ID: AL-PERRY, PO BOX 827776 PHILADELPHIA, PA 19182
						
	527	  	MD	  	Hanover	  	 Nov-00
	  	 Closed
	  	ARUNDEL MILLS LTD, C/O THE MILLS CORP, PO BOX 406130, ATLANTA, GA 30384
						
	528	  	VA	  	Prince Williams	  	 May-00
	  	 May-05
	  	POTOMAC MILLS OPERATING, PO BOX 277866, ATLANTA, GA 30384
						
	529	  	CA	  	Napa	  	 Jun-00
	  	 Jan-07
	  	CHELSEA GCA REALTY PARTNERS, TENANT ID: NV-PERRY, PO BOX 827788 PHILADELPHIA, PA 19192
						
	530	  	TN	  	Nashville	  	 May-00
	  	 Dec-05
	  	OPRY MILLS OPERATING CO. LLC, PO BOX 402242, ATLANTA, GA 30384
						
	534	  	NV	  	Primm	  	 Mar-01
	  	 Mar-06
	  	FASHION OUTLETS OF LAS VEGAS LLC, PO BOX 530465, ATLANTA, GA 30353


  
 A-39










											
	535	  	AL	  	Foley	  	Aug-01	  	 closed
	  	COROC/RIVIERA LLC, P O BOX 80395, BALTIMORE, MD 2180
						
	536	  	CA	  	Gilroy	  	Jul-01	  	 Jul-06
	  	F/C GILROY DEVELOPMENT LLC, TENANT ID: GIL-PERRYE P O BOX 414572, BOSTON, MA 02241
						
	538	  	GA	  	Lawrenceville	  	Nov-01	  	 Dec-06
	  	SUGARLOAF MILLS, LP, PO BOX 402854, ATLANTA, GA 30384
						
	540	  	NV	  	Las Vegas	  	Jul-03	  	 Jul-08
	  	SIMON/CHELSEA ORLANDO DEVELOPMENT, PO BOX 827724, PHILADELPHIA, PA 19182
						
	541	  	IL	  	Aurora	  	May-04	  	 *
	  	CHELSE CHICAGO DEVELOPMENT, PO BOX 827724, PHILADELPHIA, PA 19182
						
	542	  	CO	  	Lakewood	  	Nov-02	  	 Dec-06
	  	COLORADO MILLS LTD PARTNERSHIP, P O BOX 403087, ATLANTA, GA 30384
						
	543	  	FL	  	Orlando	  	Jan-02	  	 Dec-07
	  	INTERNATIONAL STATION, LTD, P O BOX 3661, MEMPHIS, TN 38173
						
	544	  	NV	  	Las Vegas	  	Nov 01	  	 Dec-07
	  	CHELSEA LAS VEGAS HOLDINGS LLC, TENANT ID: LAV-PERRY, PO BOX 82795, PHILADELPHIA, PA 19182
						
	545	  	WA	  	Seattle	  		  	 *
	  	SEATTLE PREMIUM OUTLETS, CPG PARTNERS L.P., 105 EISENHOWER PARKWAY, ROSELAND NEW JERSEY 07068
						
	547	  	NJ	  	Tinton Falls	  		  	 *
	  	JERSEY SHORE PREMIUM OUTLETS, CPG PARTNERS L.P., 105 EISENHOWER PARKWAY, ROSELAND NEW JERSEY 07068
						
	607	  	TX	  	San Marcos	  	1992	  	 Aug-08
	  	SAN MARCOS FACTORY SHOPS, DEPT 120, PO BOX 17543, BALTIMORE, MD 21297
						
	608	  	PA	  	Tannersville	  	1994	  	 Dec-06
	  	CHLESEA POCONO FINANCE LLC, TNENAT ID: TAN-PERRY, PO BOX 827653, PHILADELPHIA, PA 19182


 

	*	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. 


  
 A-40










											
	610	  	CA	  	Cabazon	  	1995	  	 May-05
	  	DESERT HILLS PREMIUM OUTLETS, CPG PARTNERS LT, DH-PERRY, PO BOX 827727, PHILADELPHIA, PA 19182
						
	612	  	NY	  	Central Valley	  	Apr-01	  	 Apr-06
	  	CPG PARTNERS LTD, TENANT ID: WC-PERRY1, P O BOX 827727, PHILADELPHIA, PA 19182
						
	651	  	CT	  	Clinton	  	Sep-96	  	 Sep-06
	  	CPG PARTNERS LTD, TENANT ID: CLT-PERRY1, P O BOX 827727, PHILADELPHIA, PA 19182
						
	656	  	CA	  	Milpitas	  	Mar-01	  	 Mar-06
	  	MILPITAS MILLS LP, P O BOX 409714, ATLANTA, GA 30384
						
	660	  	DE	  	Rehoboth	  	Jun-96	  	 closed
	  	COROC/REHOBOTH I LLC, P O BOX 80395, BALTIMORE, MD 21280


  
 A-41









 Existing Indebtedness 

 

	1.	Direct Debt 

  

													
	 Company
	  	 Name/Address of Payee
	  	Principal
Balance as
of
1/31/2005	 	  	 Nature of Debt
	  	Term	 
	 Perry Ellis International, Inc.
	  	Congress Financial Corp.	  	$	10,727,000	  	  	Revolving Credit Facility	  	 	2007	  
					
	 Perry Ellis International, Inc.
	  	 US Bank Corp.
 (formerly State
Street)
	  	$	150,000,000	  	  	8 7/8% Senior Subordinated Notes	  	 	2013	  
					
	 Perry Ellis International, Inc.
	  	 US Bank Corp.
 (formerly State
Street)
	  	$	61,282,101	  	  	9 1/2% Senior Secured Notes	  	 	2009	  
					
	 Perry Ellis International, Inc.

Supreme International, Inc.

Jantzen, Inc.
	  	IDB Bank	  	$	5,670,498	  	  	Letter of Credit Facility for Purchase of Inventory	  	 	2005	  
					
	 Perry Ellis International, Inc.

Supreme International, Inc.

Jantzen, Inc.
	  	HSBC Bank USA	  	$	36,565,613	  	  	Letter of Credit Facility for Purchase of Inventory	  	 	(1)	  
					
	 Perry Ellis International, Inc.

Supreme International, Inc.

Jantzen, Inc.
	  	Commercebank, N.A.	  	$	20,171,614	  	  	Letter of Credit Facility for Purchase of Inventory	  	 	2005	  


  
 A-42










													
	 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	  


  
 A-43










	2.	Guarantees 

  

															
	 Company
	  	 Primary

Obligor
	  	 Name/Address

of Payee
	  	Principal
Balance
as
of
04/30/03	 	  	 Nature of Debt
	  	Term	 
						
	 Supreme International, LLC.

PEI Licensing, LLC

Jantzen, LLC
	  	 Perry Ellis
 International,
Inc.
	  		  	$	150,000,000	  	  	 8 7/8% Senior
 Subordinated Notes
	  	 	2013	  
	 BBI Retail, L.L.C.

Supreme Real Estate I, LLC

Supreme Real Estate II, LLC

Supreme Realty, LLC

Supreme Munsingwear Canada, Inc.
	  	Perry Ellis International, Inc.	  		  	$	 61,282,101	  	  	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	  


  
 A-44









 SCHEDULE 9.10 
 to 
 INFORMATION CERTIFICATE 

Loans and Advances 
  

					
	 Company
	  	 Name/Address of Debtor
	  	Outstanding Balance
Of Loan as of 01/31/2005
	 Supreme International, LLC
	  	 Perry Ellis Europe
	  	$              
		  	BBI Retail, L.L.C.	  	$              
		  	Jantzen, Inc.	  	$              
			
	 Jantzen, LLC
	  	Supreme Munsingwear Canada Inc.	  	$            0
			
	 Supreme Munsignwear Canada Inc.
	  	Supreme International, Inc.	  	$            0

 See also Schedule 9.9 hereto. 

  
 A-45









 EXHIBIT A 
 EXHIBIT A 
 Full and exact name of each company as set forth in its organizational
documents; type of registered organization; date organized; jurisdiction of organization; standing in jurisdiction of organization; identification number in jurisdiction of organization; Federal Employer Identification Number; jurisdictions in which
qualified and authorized to do transact business; standing in such jurisdictions; name changes; officers; board of directors; managers (in the case of limited liability companies); Subsidiaries (more than 50% owned); Affiliates (less than 50%
owned); Affiliates (subject to common ownership); and Shareholders of each company are as follows: 
 PARENT (also an EXISTING GUARANTOR)

 Perry Ellis International, Inc., a corporation, organized on April 5, 1967, 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. Qualified and authorized to transact business in Florida, and is in good standing in
Florida. Changed name from Supreme International Corporation in June 1999. 
 Officers: George Feldenkreis; Chief Executive Officer and
Chairman of the Board; Oscar Feldenkreis, President and Chief Operating Officer; George Pita, Chief Financial Officer; Fanny Hanono, Secretary; Albert de Cardenas, Senior Vice President and General Counsel; Rosemary B. Trudeau, Vice President –
Finance; and Geri Mankoff, Assistant Secretary. 
 Directors: George Feldenkreis; Oscar Feldenkreis; Marc Balmuth; Ronald L. Buch;
Salomon Hanono; Joseph P. Lacher; Gary Dix; and Leonard Miller. 
 Subsidiaries: Supreme International, LLC; Jantzen, LLC; PEI Licensing,
Inc.; Supreme Munsingwear Canada, Inc.; Perry Ellis Real Estate, LLC; Perry Ellis Shared Services Corporation; Tampa DC, LLC; Perry Ellis Menswear, LLC; Salant Holding LLC; Winnsboro DC, LLC; Perry Ellis International (HK) Limited; Birdhill Limited;
Perry Ellis International Group Holdings, Limited; Supreme International Co. Canada Limited (51%); Supreme International Corporation de Mexico, S.A. de C.V.; Perry Ellis International Europe SARL. 

Affiliates: none 
 Shareholders:
widely held; shareholders with more than 10% ownership are George Feldenkreis, Oscar Feldenkreis, FMR Corporation. 
 BORROWERS

 Supreme International LLC (f/k/a Supreme International, Inc.), a corporation, organized on April 15, 2002, under
the laws of the State of Delaware; qualified to do business in Delaware, Florida, New York, South Carolina, and Texas; in good standing under the laws of such States; converted to a Delaware limited liability company on January 31, 2005; in the
process of applying for authority to do business in Arkansas, Florida, New York, South Carolina, and Texas. Organizational identification numbers for Delaware, Florida and South Carolina are 3514453, F02000004856 and N/A, respectively. The Federal
Employer Identification Number is: 42-1534564. Changed name from Supreme International, Inc. on January 31, 2005. 

  
 A-46









 Managers: Perry Ellis International, Inc. 
 Subsidiaries: Supreme Real Estate I, LLC; Supreme Real Estate II LLC 
 Affiliates:
none 
 Members: Perry Ellis International, Inc. 
 Jantzen, LLC. (f/k/a Jantzen, Inc.), a corporation, organized on April 15, 2002, under the laws of the State of Delaware; qualified to do business in Oregon, South Carolina, Florida and
New York; in good standing under the laws of such States; converted to a Delaware limited liability company on January 31, 2005; in the process of applying for authority to do business in Florida, Oregon and South Carolina. Organizational
identification numbers for Florida, Oregon, and South Carolina are F02000004022, 3514448,                     , respectively. The Federal
Employer Identification Number is: 42-1534560. Changed name from Jantzen, Inc. on January 31, 2005. 
 Managers: Perry Ellis
International, Inc. 
 Subsidiaries: none 
 Affiliates: none 
 Members: Perry Ellis International, Inc. 

Perry Ellis Menswear, LLC (f/k/a Perry Ellis Menswear, Inc.), a corporation, organized on April 9, 1987, under the laws of the State
of Delaware; qualified to do business in Alabama, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maine, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nevada,
New Hampshire, New Mexico, New Jersey, New York, North Carolina, Ohio, Oklahoma, Oregon, Tennessee, South Carolina, Vermont, Texas, Washington, Virginia, West Virginia, Pennsylvania, and Wisconsin; in good standing under the laws of such States;
converted to a Delaware limited liability company on January 31, 2005; and is in the process of applying for authority to do business in Alabama, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Idaho, Illinois, Indiana,
Iowa, Kentucky, Louisiana, Maine, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nevada, New Hampshire, New Mexico, New Jersey, New York, North Carolina, Ohio, Oklahoma, Oregon, Tennessee, South Carolina, Vermont, Texas, Washington,
Virginia, West Virginia, Pennsylvania, and Wisconsin. Delaware organizational identification number is:                     . The Federal
Employer Identification Number is: 13-3402444. Changed name from Perry Ellis Menswear, Inc. on January 31, 2005; changed name from Salant Corporation on July 1, 2004. 
 Managers: Perry Ellis International, Inc. 

  
 A-47









 Subsidiaries: Frost Brothers Enterprises, Inc.; Birdhill, Limited; Maquiladora Sur; Carrizo
Manufacturing Co., Inc., So. De C.V. Ave. 
 Affiliates: none 
 Members: Perry Ellis International, Inc. 
 Salant Holding, LLC (f/k/a Salant Holding
Corporation), a corporation, organized on March 22, 2000, under the laws of the State of Delaware; qualified to do business in California, Delaware, Florida, and New York; in good standing under the laws of such States; converted to a
Delaware limited liability company on January 31, 2005; and is in the process of applying for authority to do business in California, Delaware, Florida, and New York. Organizational identification numbers for California, Delaware, Florida, and
New York are:         ,        ,        , and         ,
respectively. The Federal Employer Identification Number is: 13-4116384. Changed name from Salant Holding Corporation on January 31, 2005. 

Managers: Perry Ellis International, Inc. 
 Subsidiaries: none 
 Affiliates: none 

Members: Perry Ellis International, Inc. 

EXISTING GUARANTORS 
 PEI
Licensing, Inc., a corporation, organized on April 15, 2002, under the laws of the State of Delaware; qualified to do business in Florida and New York; in good standing under the laws of such States. Delaware, Florida and New York
organizational identification numbers are 3514450, F02000004019 and N/A, respectively. The Federal Employer Identification Number is: 42-1534568. 
 Officers: Rachel Barnett, President; Rosemary B. Trudeau, Treasurer and Vice President, Finance; and Geri Lynn Mankoff, Secretary. 
 Directors: George Feldenkreis and George Pita. 
 Subsidiaries: Jantzen Apparel, LLC

 Affiliates: none 

Shareholders: Perry Ellis International, Inc. 

  
 A-48









 Jantzen Apparel, LLC (f/k/a Jantzen Apparel Corporation)., a corporation, organized on
June 15, 1993, under the laws of the State of Delaware; qualified to do business in New York and Oregon; in good standing under the laws of such States; converted to a Delaware limited liability company on January 31, 2005; and is in the
process of applying for authority to do business in New York and Oregon. Delaware, New York and Oregon organizational identification numbers are 2340213, N/A and 097686-98, respectively. The Federal Employer Identification Number is: 51-0348614.
Changed name from Jantzen Apparel, Inc. on January 31, 2005. 
 Managers: PEI Licensing, Inc. 

Subsidiaries: none 
 Affiliates:
none 
 Members: PEI Licensing, Inc. 
 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; Geri Lynn Mankoff, Vice President; and Rosemary Trudeau, Treasurer and Secretary. 

Directors: Leonard Black 

Subsidiaries: none 
 Affiliates:
none 
 Shareholders: Perry Ellis International, Inc. 
 Supreme Realty, LLC, a limited liability company, organized on July 1, 2002, under the laws of the state of Florida, and is in good standing under the laws of Florida. Florida
organizational identification number is: L02000016462. The Federal Employer Identification Number is: 90-0087796. 
 Managers: Rosemary
Trudeau 
 Subsidiaries: none 

Affiliates: none 
 Members:
Supreme Real Estate I, LLC (50%) and Supreme Real Estate II, LLC (50%) 

  
 A-49









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

Managers: Rosemary Trudeau 

Subsidiaries: Supreme Realty, LLC (50% ownership interest) 
 Affiliates: none 
 Members: Supreme International, Inc. 

Supreme Real Estate II, LLC, a limited liability company, organized on June 19, 2002, under the laws of the State of Florida, and is
in good standing under the laws of Florida. Florida organizational identification number is: L02000015314. The Federal Employer Identification Number is: N/A. 
 Managers: Rosemary Trudeau 
 Subsidiaries: Supreme Realty, LLC (50% ownership
interest) 
 Affiliates: none 

Members: Supreme International, Inc. 

Perry Ellis Real Estate, LLC (f/k/a Perry Ellis Real Estate Corporation), a corporation, organized on May 9, 2002, under the laws of
the State of Delaware; qualified to do business in South Carolina; in good standing under the laws of such State; converted to a Delaware limited liability company on January 31, 2005; in the process of applying for authority to do business in
South Carolina. Delaware and South Carolina organizational identification numbers are 3523594 and         , respectively. The Federal Employer Identification Number is: 74-3043466. Changed name from
Perry Ellis Real Estate Corporation on January 31, 2005. 
 Managers: Perry Ellis International, Inc. 

Subsidiaries: none 
 Affiliates:
none 
 Members: Perry Ellis International, Inc. 

  
 A-50









 NEW GUARANTORS 
 Perry Ellis Shared Services Corporation, a corporation, organized on December 22, 2004 under the laws of the state of Delaware; and in the process of applying for authority to do
business in Florida, New Jersey, New York, Oregon and South Carolina. The Federal Employer Identification Number is: 20-2085469. 

Officers: George Feldenkreis, President; Rosemary B. Trudeau, Treasurer and Secretary; and Luis Paez, Vice President 

Directors: George Feldenkreis. 

Subsidiaries: none 
 Affiliates:
none 
 Shareholders: Perry Ellis International, Inc. 
 Perry Ellis International Group Holdings Limited, a company limited by shares, organized on March 15, 2002 under the laws of Ireland, and is in good standing under the laws of Ireland.
The Federal Employer Identification Number is: N/A. 
 Officers: Rosemary Trudeau, Secretary 

Directors: Keiron Hayes, Rosemary Trudeau, Geri Mankoff, and David Correa 
 Subsidiaries: none 
 Affiliates: none 

Shareholder: Perry Ellis International, Inc. 
 Tampa DC, LLC, a limited liability company to be organized in February, 2005, under the laws of the State of Delaware, and will apply for authority to do business in Florida. The Federal
Employer Identification Number is: N/A. 
 Managers: Perry Ellis International, Inc. 

Subsidiaries: none 
 Affiliates:
none 
 Members: Perry Ellis International, Inc. 

  
 A-51









 Winnsboro DC, LLC, a limited liability company, organized January, 2005, under the laws of the
State of Delaware; in the process of applying for authority to do business in South Carolina. The Federal Employer Identification Number is: N/A. 
 Managers: Perry Ellis International, Inc. 
 Subsidiaries: none 

Affiliates: none 
 Members: Perry
Ellis International, Inc. 
 OTHER COMPANIES (NON-BORROWERS AND NON-GUARANTORS) 

Perry Ellis International (HK) Limited, a limited liability company, organized on July 13, 1979, under the laws of Hong Kong; in good
standing under the laws of Hong Kong. The Federal Employer Identification Number is: N/A. Changed name from Salant Far East Limited on December 15, 2003. 
 Officers: George Feldenkreis, Oscar Feldenkreis, and Fanny Hanono. 
 Directors:
Christin Suk Wah Cheung, George Feldenkreis, Oscar Feldenkreis, Fanny Hanono, Rosemary Trudeau, and Ping Shan Yim. 
 Subsidiaries: none

 Affiliates: none 

Shareholders: Perry Ellis International, Inc. 
 Perry Ellis International Europe Limited, a company limited by shares, organized on March 15, 2002 under the laws of Ireland; in good standing under the laws of Ireland. The Federal
Employer Identification Number is: N/A. 
 Officers: Rosemary Trudeau, Secretary 

Directors: Keiron Hayes, Rosemary Trudeau, Geri Mankoff, and David Correa 
 Subsidiaries: none 
 Affiliates: none 

Shareholders: Perry Ellis International Group Holdings Limited. 

  
 A-52









 Supreme International Co. Canada Limited, a corporation organized under the laws of Canada.
The Federal Employer Identification Number is: N/A. 
 Officers: Jeff Otis 
 Directors: George Feldenkreis; and Jeff Otis 
 Subsidiaries: none 

Affiliates: none 
 Shareholder:
Perry Ellis International, Inc. 51% and Grand National Apparel 49%. 
 Grand Team Holdings Limited, a limited liability company,
organized on January 5, 2005, under the laws of Hong Kong. The Federal Employer Identification Number is: N/A. 
 Officers: ????

 Directors: George Feldenkreis, Fanny Hanono, and Bradley Arkin 
 Subsidiaries: none 
 Affiliates: none 

Shareholder: Perry Ellis International International (HK) Limited 
 INACTIVE COMPANIES 
 Birdhill, Limited, a limited liability company,
organized on October 8, 1982, under the laws of Hong Kong, and is in good standing under the laws of Hong Kong. The Federal Employer Identification Number is: N/A. 
 Officers: George Feldenkreis, Oscar Feldenkreis, and Fanny Hanono. 
 Directors:
Christin Suk Wah Cheung, George Feldenkreis; Oscar Feldenkreis, Fanny Hanono, Rosemary Trudeau, and Ping Shan Yim. 
 Subsidiaries: none

 Affiliates: none 

Shareholders: Perry Ellis Menswear, LLC 

  
 A-53









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

Officers: Rosemary Trudeau, President; Geri Mankoff, Treasurer; and Joseph Roisman, Secretary. 

Directors: George Feldenkreis; and Rosemary Trudeau 
 Subsidiaries: none 
 Affiliates: none 

Shareholders: Perry Ellis International, Inc. 
 Perry Ellis International Europe SARL, a company organized on                     ,
2001 under the laws of France. The Federal Employer Identification Number is: N/A. 
 Officers: ???? 

Directors: ???? 
 Subsidiaries:
none 
 Affiliates: none 

Shareholders: Perry Ellis International, Inc. 

  
 A-54









 Exhibit B 
 Additional Trademarks acquired in connection with the Tropical transaction 
  

					
	 Name
	  	Serial # or
Registration #	  	Country Filed
	 “Stallion” design
	  	1,233,672
 SN 73/350,088
	  	USA
	 “Pocket Design only”

(Long Horn & Loop Design)
	  	1,556,896	  	USA
	 180 Degree
	  	837101	  	Australia
	 180 degree
	  	367/2000	  	Fiji
	 180 Degree
	  	609183	  	New Zealand
	 Active 1
	  	1,117,335	  	USA
	 AK American Khaki
	  	REG# 628,583
 AP# 367903
	  	Mexico
	 AK American Khaki
	  	REG# 2,802,613
 SN
75/615,925
	  	USA
	 American Weekend
	  	2,798,805 REG
 SN
76/401,346
	  	USA
	 Andrea York
	  	REG# 2,883,021
 SN#
78/172441
	  	USA
	 Authentic Chino Casuals
	  	219/2000	  	Fiji
	 [ILLEGIBLE]Your Best
	  	78/304306	  	USA
	 Authentic Chino Casuals
	  	2764305 Reg -
 Principle

2026209 Reg.
New S/N 78/161575
	  	USA
	 Authentic Khaki Co
	  	SN 76/459507
 2,758,636
REG
	  	USA
	 Authentic Khaki Outdoor
	  	2,376,780
 SN 75/599,991
	  	USA
	 Authentic Khaki Stretch
	  	2,485,519
 75/390,569
	  	USA
	 B2B
	  	840989	  	Australia
	 B2B
	  		  	Fiji
	 B2B
	  	602616	  	New Zealand
	 B2B
	  	2,635,897 Reg
 SN
75/736145
	  	USA
	 Banana Joe
	  	842211	  	Australia
	 Banana Joe
	  	220/2000	  	Fiji
	 Banana Joe
	  	609354	  	New Zealand
	 Banana Joe
	  	Reg. #4228465 Ap

#174123/97
	  	Japan
	 Banana Joe
	  	75/289,595	  	USA
	 Banana Joe
	  	Reg #4197988

S/N174122/97
	  	Japan
	 Banana Joe
	  	Reg #4398171
 AP
#174121/97
	  	Japan


  
 A-55










					
	 Name
	  	Serial # or
Registration #	  	Country Filed
	 Banana Joe & SloMo
	  	75/252,103	  	USA
	 Bay to Bay
	  	842,207	  	Australia
	 Bay to Bay
	  	221/2000	  	Fiji
	 Bay to Bay
	  	1,648,201	  	USA
	 Bay to Bay
	  	76/139,589 SN
 2,503,905
	  	USA
	 Bay to Bay
	  	609351	  	New Zealand
	 Bay to Bay
	  	75/264,823 SN
 2,363,498
	  	USA
	 Bay to Bay
	  	REG# 485172	  	MEXICO
	 Bay to Bay Crew
	  	1,923,786	  	USA
	 Bay to Bay Golf
	  	75/744,234
2,590,240	  	USA
	 Baysport
	  	1,720,393	  	USA
	 Beach Cords
	  	78/371369	  	USA
	 Because It’s Your Time
	  	78/371329	  	USA
	 Big Horn
	  	1,959,169	  	USA
	 Billy Boy
	  	2,043,883	  	USA
	 Blue Mist
	  	75/644,822
2,523,091	  	USA
	 Boston Bay
	  	1,758,436	  	USA
	 Brand X
	  	734,210
 SN 72/108,979
	  	USA
	 [ILLEGIBLE]ak Rank. In Style.
	  	78/371357	  	USA
	 C2C
	  	SN 78/345,399	  	USA
	 Cactus Jack
	  	2,384,676
 SN 75/545,794
	  	USA
	 Carwood
	  	429,337
 SN 71/500,856
	  	USA
	 Charles Chastain
	  	1,205,556	  	USA
	 Concept to Consumer
	  	SN 78/345,418	  	USA
	 Cool Hand
	  	2,316,990
 SN 75/303,50
	  	USA
	 Cool Play
	  	SN 76/447289
REG 2,781,510	  	USA
	 Cottonwood Traders
	  	1,715,925	  	USA
	 Deep Dye
	  	SN 78243978	  	USA
	 Design of a Seed Packet Attached to back pocket
	  	1,959,592	  	USA
	 E Joven (by Farah)
	  	TMA370611
AP#613917	  	Canada
	 Dress Blues
	  	78/304280	  	USA
	 E-Core
	  	2,472,104
75/656,745	  	USA
	 Executive Cargo
	  	2,789,630 REG
 SN
76/426,281
	  	USA
	 Extreme Risk
	  	2,063,928	  	USA
	 Extreme Risk
	  	2,324,759
 SN 75/285,347
	  	USA


  
 A-56










					
	 Name
	  	Serial # or
Registration #	  	Country Filed
	 Bay to Bay
	  	2343822 REG	  	United Kingdom
	 F
	  	1274311	  	United Kingdom
	 F
	  	B1070247	  	United Kingdom
	 F

(Script “F” on Gold Tab)
	  	890,940	  	USA
	 F in circle
	  	342162 AP#38053	  	Benelux
	 F in Circle
	  	AP# 08809
 REG# 8201
	  	Brunei
	 F in circle
	  	19406	  	Fiji
	 F in circle
	  	1373724 REG#
817591 Orig #	  	France
	 F in circle
	  	965014 AP#F27148	  	Germany
	 F in circle
	  	237518	  	Indonesia
	 F in circle
	  	REG# 099676	  	Ireland
	 F in circle
	  	118342	  	New Zealand
	 F in circle
	  	AP# 19762870
REG# 100181	  	Norway
	 F in circle
	  	T77/71164Z	  	Singapore
	 F in circle
	  	REG# P288.007	  	Switzerland
	 F in circle
	  	302014	  	Australia
	 F in circle
	  	AP# M/74825

REG# M/74825
	  	Malaysia
	 F in circle with Farah
	  	342163 AP#38054	  	Benelux
	 F in circle with Farah
	  	AP# 08808
 REG# 8200
	  	Brunei
	 F in circle with Farah
	  	30502 renew#
 17242 Reg.
	  	Fiji
	 F in circle with Farah
	  	1373723 REG#
 817590
Ori #
	  	France
	 F in circle with Farah
	  	AP# M/74826

REG# M/74826
	  	Malaysia
	 F in circle with Farah
	  	118343	  	New Zealand
	 F in circle with Farah
	  	45731	  	Philippines
	 F in circle with Farah
	  	77/71165H	  	Singapore
	 F (tab located in the seam by the pocket)
	  	886,375	  	USA
	 Faraflex
	  	350469	  	Switzerland
	 Farah
	  	REG# 48868	  	Algeria
	 Farah
	  	AP# 2478365	  	Argentina
	 Farah
	  	AP# 1816458
REG# 1490171
Original #1032047	  	Argentina
	 Farah
	  	227408	  	Australia
	 Farah
	  	300819	  	Australia
	 Farah
	  	AP# AM 9-70
 REG# 69432
	  	Austria


  
 A-57










					
	 Name
	  	Serial # or
Registration #	  	Country Filed
	 Farah
	  	7508	  	Bahamas Islands
	 Farah
	  	11663	  	Bangladesh
	 Farah
	  	81/1284	  	Barbados
	 Farah
	  	375131 AP#45847	  	Benelux
	 Farah
	  	REG# 47725A
 32386-A
	  	Bolivia
	 Farah
	  		  	Brazil
	 Farah
	  	REG# 812729943	  	Brazil
	 Farah
	  	AP# 08807
 REG# 8199
	  	Brunei
	 Farah
	  	REG# 10779	  	Bulgaria
	 Farah
	  	1212/BUR	  	Burundi
	 Farah
	  	TMA335442
 AP#557161
	  	Canada
	 Farah
	  	278691 Renewal
 #189573
	  	Chile
	 Farah
	  	#416656 AP#249475	  	Chile
	 Farah
	  	REG# 209910	  	China
	 Farah
	  	AP# 247013
 REG# 122578
	  	Columbia
	 Farah
	  	66953	  	Costa Rica
	 Farah
	  	16195	  	Cyprus
	 Farah
	  	REG# 163218	  	Czech Republic
	 Farah
	  	AP# 1980 03226
 REG# 1981
01211
	  	Denmark
	 Farah
	  	REG# 21799	  	Dominican Republic
	 Farah
	  	REG# 109-74
 2092-93 Renew #
	  	Ecuador
	 Farah
	  	REG# 199	  	El Salvador
	 Farah
	  	10593 Reg.
 21340 Renewal #
	  	Fiji
	 Farah
	  	AP#T197000569
 REG# 59790
	  	Finland
	 Farah
	  	13087492	  	France
	 Farah
	  	869369 AP#F20555	  	Germany
	 Farah
	  	1070177 AP#F32514	  	Germany
	 Farah
	  	REG# 43442	  	Greece
	 Farah
	  	27985	  	Guatemala
	 Farah
	  	347/51	  	Haiti
	 Farah
	  	REG# 20500	  	Honduras
	 Farah
	  	AP# 1511/1975

REG# B569/1976
	  	Hong Kong
	 Farah
	  	119076	  	Hungary
	 Farah
	  	598666	  	India
	 Farah
	  	287771	  	Indonesia
	 Farah
	  	REG# 083332	  	Ireland
	 Farah
	  	39776	  	Israel


  
 A-58










					
	 Name
	  	 Serial # or
Registration #
	  	Country Filed
	 Farah
	  	REG# 560993 Renewal #872178	  	Italy
	 Farah
	  	15700	  	Jamaica
	 Farah
	  	1350237	  	Japan
	 Farah
	  	REG # 13289	  	Jordan
	 Farah
	  	REG# 21499	  	Kenya
	 Farah
	  	4919	  	Kuwait
	 Farah
	  	 88,625 Reg.
 AP# 28024
	  	Lebanon
	 Farah
	  	SAR/17000	  	Malaysia
	 Farah
	  	REG# A/18 139	  	Mauritius
	 Farah
	  	 496,789
 AP #24978
	  	Mexico
	 Farah
	  	REG# 235304	  	Mexico
	 Farah
	  	7671029	  	Monaco
	 Farah
	  	296	  	Mongolia
	 Farah
	  	25545	  	Morocco
	 Farah
	  	9508	  	Netherlands Antilles
	 Farah
	  	B95828	  	New Zealand
	 Farah
	  	REG# 235 RPI	  	Nicaragua
	 Farah
	  	25248	  	Nigeria
	 Farah
	  	 AP# 19802140
 REG# 108732
	  	Norway
	 Farah
	  	AP# 22678	  	Oman
	 Farah
	  	REG# 61164	  	Pakistan
	 Farah
	  	REG# 18906	  	Panama
	 Farah
	  	 AP# B263R
 REG# FT4028
	  	Papua New Guinea
	 Farah
	  	REG# 31103	  	Peru
	 Farah
	  	 AP. #93248
 REG# 66892
	  	Philippines
	 Farah
	  	REG# 53505	  	Poland
	 Farah
	  	REG# 161168	  	Portugal
	 Farah
	  	3729	  	Qatar
	 Farah
	  	NP/332/RDC/2000	  	Republic of Congo
	 Farah
	  	4520/74	  	Republic of Congo
	 Farah
	  	 REG# 9152
 AP# CMS263536
	  	Romania
	 Farah
	  	58490	  	Russian Federation
	 Farah
	  	1154/brk	  	Rwanda
	 Farah
	  	AP# 14577	  	Sabah
	 Farah
	  	AP# 17000	  	Sarawak
	 Farah
	  	REG# 44/4	  	Saudi Arabia
	 Farah
	  	9910	  	Sierra Leone
	 Farah
	  	T80/03368A	  	Singapore


  
 A-59










					
	 Name
	  	 Serial # or

Registration #
	  	 Country Filed

	 Farah
	  	REG# 163281	  	Slovak Republic
	 Farah
	  	B70/5827	  	South Africa
	 Farah
	  	 REG# 84241
 AP# 11019-2002-
 Renewal
	  	South Korea
	 Farah
	  	REG# 413164	  	Spain
	 Farah
	  	REG# 15025	  	Sudan
	 Farah
	  	 AP#80-03794
 REG# 175695
	  	Sweden
	 Farah
	  	370.109	  	Switzerland
	 Farah
	  	 Renew# 10658
 (1990)
 Renew# 23218 (2002)

REG #24058
	  	Syria
	 Farah
	  	REG# 044661	  	Taiwan
	 Farah
	  	 AP# 412329
 REG# KOR 141571
 (class38#)49739
	  	Thailand
	 Farah
	  	90.0112	  	Tunisia
	 Farah
	  	REG# 75480	  	Turkey
	 Farah
	  	REG# 13765	  	Uganda
	 Farah
	  	REG# 3588	  	United Arab Emirates
	 Farah
	  	B1215767	  	United Kingdom
	 Farah
	  	1070248	  	United Kingdom
	 Farah
	  	REG# 279912	  	Uruguay
	 Farah
	  	558,581	  	USA
	 Farah
	  	1,330,960	  	USA
	 Farah
	  	1,009,976	  	USA
	 Farah
	  	706/74	  	Zimbabwe
	 Farah (in Arabic)
	  	50466	  	Egypt
	 Farah (in Cyrillic)
	  	58490	  	Russian Federation
	 Farah Clothing Co.
	  	 TMA366944
 AP#613918
	  	Canada
	 Farah Clothing Co.
	  	1,416,008	  	USA
	 Farah F in a Circle
	  	 2,485,875
 SN 75/737,904
	  	USA
	 Farah in Cyrillic
	  	REG# 10780	  	Bulgaria
	 Farah in Katakana
	  	1695761	  	Japan
	 Farah Liberty State
	  	2,233,066	  	United Kingdom
	 Farah of Texas
	  	 TMA171755
 AP#323565
	  	Canada
	 Farah of Texas
	  	627,029	  	USA
	 Farah Original Khaki Company
	  	842,209	  	Australia


  
 A-60










					
	 Name
	  	 Serial # or

Registration #
	  	 Country Filed

	 Farah Original Khaki Company
	  	222/2000	  	Fiji
	 Farah Original Khaki Company
	  	609353	  	New Zealand
	 Farah The Preference Slack
	  	T75/65945D	  	Singapore
	 Farah the Preference Slack
	  	924,305	  	USA
	 Farapress
	  	350470	  	Switzerland
	 Feather River Company
	  	 2,317,025
 SN75/328,621
	  	USA
	 Ferrante by Farah
	  	AP# 012726	  	Ireland
	 Ferrante By Farah
	  	2279081	  	United Kingdom
	 Ferrante Farah
	  	1584372	  	United Kingdom
	 Ferrante Farah
	  	AP# 49583 REG# 164199	  	Ireland
	 Flexi by Farah
	  	2268962	  	United Kingdom
	 Flyers
	  		  	Mexico
	 Flyers
	  	Reg# 2878092 SN 75/561,200	  	USA
	 Flying Aces
	  	 2,273,013
 SN75/390,404
	  	USA
	 Flywater
	  	 2,383,847
 SN75/487,862
	  	USA
	 For Your Next Impossible Mission
	  	SN 78/410,327	  	USA
	 For Your Next Possible Mission
	  	SN 78/410,319	  	USA
	 Form Flex
	  	78/281,667	  	USA
	 Four Leaf Design (Savane Women’s)
	  	 2,448,358
 SN 75/737,909
	  	USA
	 Frederick & Stone
	  	 TMA404939
 AP#685294
	  	Canada
	 Freedom
	  	956,756	  	Australia
	 Freedom Flex
	  	78/241,443	  	USA
	 Fresh Paint
	  	 2,217,895 App.
 75/306,237
	  	USA
	 George W.
	  	1,650,829	  	European Community
	 Golf Club International
	  	1,961,077	  	USA
	 Great Basin
	  	1,990,201	  	USA
	 Grey Wolf
	  	 2,480,639
 75/751134
	  	USA
	 Horse Creek
	  	 2,430,347
 SN75/620,583
	  	USA
	 I’m Washable Wool
	  	1,993,812	  	USA
	 Internet Sportswear
	  	 2,285,995
 SN75/263,192
	  	USA
	 Jimmy Boy
	  	2,039,170	  	USA
	 Johnny Boy
	  	2,040,777	  	USA
	 Johnny Boy
	  	2,437,530 75/655,047	  	USA


  
 A-61










					
	 Name
	  	Serial # or
Registration #	  	 Country Filed

	 Khaki Exchange
	  	2,178,085	  	European Community
	 Khaki Exchange
	  	App. # 2267319	  	United Kingdom
	 Khaki Exchange by Farah
	  	2,177,244	  	European Community
	 Khaki Exchange by Farah
	  	2,267,295	  	United Kingdom
	 Khaki Exchange by Savane
	  	2,177,095	  	European Community
	 Khaki Exchange by Savane
	  	2,267,243	  	United Kingdom
	 Little Big Horn
	  	1,955,267	  	USA
	 Mac Dee
	  	736,097
 SN
72/129302
	  	USA
	 Manatee
	  	1,722,055	  	USA
	 Manatee
	  	1,710,130	  	USA
	 Manatee Magic
	  	1,720,398	  	USA
	 Michelangelo Buonarroti & Design
	  	2423325
SN75/905,624	  	USA
	 Micro-Flex
	  	78/208,370	  	USA
	 Motion Moves With You
	  	REG# 2861514

SN #78/192741
	  	USA
	 Natural Living
	  	2,000,253	  	USA
	 Natural Performer
	  	1,895,623	  	USA
	 [ILLEGIBLE] Public Works
	  	2,383,598
SN75/334,850	  	USA
	 OK Design
	  	REG# 47546
 AP
#61214
	  	Bulgaria
	 OK Design
	  	AP# 184176
REG# 255170	  	Czech Republic
	 OK Design
	  	M-02-04434
REG# 176-776	  	Hungary
	 OK Design
	  	83087	  	Morocco
	 OK Design
	  	AP# Z-155621	  	Poland
	 OK Design
	  	M2002-05178
REG# 53006	  	Romania
	 OK Design
	  	2002716778 AP#
254911 REG#	  	Russian Federation
	 OK Design
	  	AP# 2777-2002
REG# 204507	  	Slovak Republic
	 OK Design
	  	2260686	  	United Kingdom
	 OK design & Original Khaki Company
	  	REG# 47545
AP# 61213	  	Bulgaria
	 OK design & Original Khaki Company
	  	1104270	  	Canada
	 OK design & Original Khaki Company
	  	AP# 184175
REG# 255169	  	Czech Republic
	 OK design & Original Khaki Company
	  	490463	  	Mexico
	 OK design & Original Khaki Company
	  	AP# 2778-2002
REG# 204508	  	Slovak Republic


  
 A-62










					
	 Name
	  	Serial # or
Registration #	  	 Country Filed

	 OK design & The Original Khaki Company
	  	2,039,863	  	USA
	 OK design & Original Khaki Company
	  	Reg# 2879895
 AP
76/264,324
	  	USA
	 Olevia St. & design
	  	1,202,093
 SN
73/257,525
	  	USA
	 Original Khaki CO
	  	83086	  	Morocco
	 Original Khaki Co
	  	M-02-04431
 REG#
176-777
	  	Hungary
	 Original Khaki Co
	  	AP# Z-255622	  	Poland
	 Original Khaki Co
	  	M2002-05179
REG# 53837	  	Romania
	 Original Khaki Co
	  	2002716779	  	Russian Federation
	 Own Your Element
	  	76139588
2,605,633	  	USA
	 Paddle and Oars Co.
	  	2,276,544
SN75/354,012	  	USA
	 Personal Comfort
	  	78/295,835	  	USA
	 Personal Flex
	  	78/293,591	  	USA
	 Platinum Member
	  	2,289,271
 SN
75/273,440
	  	USA
	 Platinum Member logo
	  	2,791,551 REG
 SN
75/414,075
	  	USA
	 Platinum Signature
	  	2,279,772
SN75/273,442	  	USA
	 [ILLEGIBLE]
	  	78/371337	  	USA
	 [ILLEGIBLE] West
	  	1,521,025	  	USA
	 Process
	  	REG# 805377	  	China
	 Process 2000
	  	Ap #1922848
REG# 1592716	  	Argentina
	 Process 2000
	  	506861	  	Australia
	 Process 2000
	  	AP# AM 3884/92
REG# 145043	  	Austria
	 Process 2000
	  	37896	  	Bangladesh
	 Process 2000
	  	519722 AP#784220	  	Benelux
	 Process 2000
	  	REG# 62317C	  	Bolivia
	 Process 2000
	  	REG# 817917861	  	Brazil
	 Process 2000
	  	TMA423019
AP#710373	  	Canada
	 Process 2000
	  	AP# 389856
 REG#
187186
	  	Columbia
	 Process 2000
	  	AP# 70775
 REG#
190963
	  	Czech Republic
	 Process 2000
	  	AP# 1992 05618
REG# 1992 11050	  	Denmark
	 Process 2000
	  	REG# 58755	  	Dominican Republic
	 Process 2000
	  	REG# 145
 AP#
3553/93
	  	El Salvador
	 Process 2000
	  	AP#T199203862
REG# 136575	  	Finland


  
 A-63










					
	 Name
	  	Serial # or
Registration #	  	 Country Filed

	 Process 2000
	  	92430112	  	France
	 Process 2000
	  	REG# 2 911 888
AP#F40718	  	Germany
	 Process 2000
	  	REG# 110338	  	Greece
	 Process 2000
	  	REG# 78017
 AP#
93-6629
	  	Guatemala
	 Process 2000
	  	AP#5587/1993
REG# 10311/1996	  	Hong Kong
	 Process 2000
	  	REG# 136440
AP#M9204135	  	Hungary
	 Process 2000
	  	AP# 924269
REG# 149096	  	Ireland
	 Process 2000
	  	REG# 635648
Renewal
#T02002C0002425	  	Italy
	 Process 2000
	  	93/05487	  	Malaysia
	 Process 2000
	  	426536	  	Mexico
	 Process 2000
	  	220481	  	New Zealand
	 Process 2000
	  	REG# 067521	  	Panama
	 Process 2000
	  	REG# 63051	  	Philippines
	 Process 2000
	  	REGS 81572	  	Poland
	 Process 2000
	  	REG# 21917	  	Romania
	 Process 2000
	  	REG# 178046	  	Slovak Republic
	 Process 2000
	  	AP# 92-07017
REG# 249253	  	Sweden
	 Process 2000
	  	REG# 399.929	  	Switzerland
	 Process 2000
	  	REG# 689482	  	Taiwan
	 Process 2000
	  	REG# 139284	  	Turkey
	 Process 2000
	  	1376939	  	United Kingdom
	 Process 2000
	  	REG# 270706	  	Uruguay
	 Process 2000
	  	1,569,890	  	USA
	 Pueblo
	  	2,211,624 SN
75/210,750	  	USA
	 Red Stitch
	  	78/236218	  	USA
	 Royal Palm
	  	1,186,894	  	USA
	 Royal Palm
	  	2,137,530	  	USA
	 Royal Palm
	  	699,031	  	USA
	 Saddle Backs
	  	801,368
 SN
72/211,344
	  	USA
	 Salt River
	  	1,951,747	  	USA
	 Savane
	  	657303	  	Australia
	 Savane
	  	AP# 1596/2000
REG# TM27968	  	Bahrain
	 Savane
	  	37895	  	Bangladesh
	 Savane
	  	5472	  	Belarus
	 Savane
	  	REG# 821881566	  	Brazil
	 Savane
	  	REG# 25470	  	Bulgaria
	 Savane
	  	369215	  	Canada


  
 A-64










					
	 Name
	  	 Serial # or

Registration #
	  	 Country Filed

	 Savane
	  	 AP# 389858
 REG# 153178
	  	Columbia
	 Savane
	  	REG# Z940841	  	Croatia
	 Savane
	  	 AP# 39450
 REG# 2238-94
 REN#44262
	  	Ecuador
	 Savane
	  	REG# 133	  	EI Salvador
	 Savane
	  	 REG# 19825
 AP# 9401046
	  	Estonia
	 Savane
	  	27104	  	Fiji
	 Savane
	  	AP# 93-6628	  	Guatemala
	 Savane
	  	 REG#59222
 AP#5556/93
	  	Honduras
	 Savane
	  	 AP# 5588/1993
 REG# 890/1996
	  	Hong Kong
	 Savane
	  	 REG# 1099/2000
 AP# 1987/2000
	  	Iceland
	 Savane
	  	 REG# 317.995
 AP#H4.HC.01-.01-8670
	  	Indonesia
	 Savane
	  	25843	  	Jamaica
	 Savane
	  	3227868	  	Japan
	 Savane
	  	 4324608
 SN 10-32661
	  	Japan
	 Savane
	  	 48131AP#
 45035 REG#
	  	Kuwait
	 Savane
	  	 M 37188
 Ap M94-1814
	  	Lativa
	 Savane
	  	REG# 25878	  	Lithuania
	 Savane
	  	93/05486	  	Malaysia
	 Savane
	  	 REG# 684512
 AP# 450421
	  	Mexico
	 Savane
	  	247476	  	New Zealand
	 Savane
	  	REG# 25997CC	  	Nicaragua
	 Savane
	  	 AP# 2000-06423
 REG# 211724
	  	Norway
	 Savane
	  	REG# 067523	  	Panama
	 Savane
	  	REG# 62784	  	Philippines
	 Savane
	  	REG# 349236	  	Portugal
	 Savane
	  	 REG# 604/19
 68293
	  	Saudi Arabia
	 Savane
	  	T93/04128I	  	Singapore
	 Savane
	  	9470731	  	Slovak Republic
	 Savane
	  	REG# 291737	  	South Korea
	 Savane
	  	 AP# 00-04446
 REG# 351141
	  	Sweden
	 Savane
	  	 REG#KOR15585
 AP# 248615
	  	Thailand
	 Savane
	  	 AP# 94051792/T
 REG# 13723
	  	Ukraine
	 Savane
	  	 REG# 31682
 AP# 40250
	  	United Arab Emirates


  
 A-65










					
	 Name
	  	 Serial # or

Registration #
	  	 Country Filed

	 Savane
	  	2024250	  	United Kingdom
	 Savane
	  	 2,111,463
 SN75/976,537
	  	USA
	 Savane
	  	 AP# N-4976/93
 REG# 12597
	  	Vietnam
	 Savane
	  	1,380,524	  	USA
	 Savane & 4 Leaf
	  	 2,494,862
 75/738460
	  	USA
	 Savane & Design
	  	REG# 156189	  	Russian Federation
	 Savane & Golf ball
	  	 AP# 52156
 REG# 167158
	  	Ireland
	 Savane & Golf ball
	  	250031	  	New Zealand
	 Savane & Golf ball
	  	2024031	  	United Kingdom
	 Savane & Stylized Globe
	  	 AP# AM3368/95
 REG# 160725
	  	Austria
	 Savane & Stylized Globe
	  	97498	  	Costa Rica
	 Savane & Stylized Globe
	  	 AP# 1995 05191
 REG# 1997 05099
	  	Denmark
	 Savane & Stylized Globe
	  	 AP#T199503978
 REG# 202500
	  	Finland
	 Savane & Stylized Globe
	  	 REG# 395 26 039.6
 AP#395 26 039.6
	  	Germany
	 Savane & Stylized Globe
	  	 AP# 52155
 REG# 167157
	  	Ireland
	 Savane & Stylized Globe
	  	REG# 509385	  	Mexico
	 Savane & Stylized Globe
	  	 AP# 19954329
 REG# 177813
	  	Norway
	 Savane & Stylized Globe
	  	REG# 432072	  	Switzerland
	 Savane Elements
	  	 2,302,399 Reg.
 Sn 75/161696
	  	USA
	 Savane Friday Wear
	  	 AP#T199401553
 REG# 136665
	  	Finland
	 Savane Friday Wear
	  	 AP# 47980
 REG# 161357
	  	Ireland
	 Savane Friday Wear
	  	AP# 19942591 REG# 168710	  	Norway
	 Savane Friday Wear
	  	REG# 90856	  	Poland
	 Savane Friday Wear
	  	REG# 299291	  	Portugal
	 Savane Friday Wear
	  	AP# 94-04288 REG# 302113	  	Sweden
	 Savane Friday Wear
	  	1567405	  	United Kingdom
	 Savane Genuine Outfitters
	  	459175	  	Australia
	 Savane Genuine Outfitters
	  	6807	  	Belize
	 Savane Genuine Outfitters
	  	170204	  	New Zealand
	 Savane Genuine Outfitters
	  	1336378	  	United Kingdom
	 Savane Genuine Outfitters
	  	1,380,529	  	USA
	 Savane Original Khaki Company
	  	842208	  	Australia


  
 A-66










					
	 Name
	  	 Serial # or

Registration #
	  	 Country Filed

	 Savane Original Khaki Company
	  	217/2000	  	Fiji
	 Savane Original Khaki Company
	  	609352	  	New Zealand
	 Savane Soft Wash & Globe
	  	99630	  	Costa Rica
	 Savane Soft Wash & Globe
	  	REG# 87058	  	Dominican Republic
	 Savane Soft Wash & Globe
	  	REG# 717654	  	Italy
	 Savane Soft Wash & Globe
	  	REG# 373813	  	South Korea
	 Savane Soft Wash & Globe
	  	REG# 1973812	  	Spain
	 Savane World of Savane
	  	 2,278,419
 SN75/372,726
	  	USA
	 Savane World of Savane Farah
	  	7107	  	Belize
	 Savane World of Savane Farah
	  	 TMA464587
 AP#710405
	  	Canada
	 Savane World of Savane Farah
	  	92432772	  	France
	 Savane World of Savane Farah
	  	REG# 136434	  	Hungary
	 Savane World of Savane Farah
	  	 AP# 924268
 REG# 154332
	  	Ireland
	 Savane World of Savane Farah
	  	 REG# 635642
 Renewal #
 T02002C002435
	  	Italy
	 Savane World of Savane Farah
	  	220480	  	New Zealand
	 Savane World of Savane Farah
	  	REG# 81571	  	Poland
	 Savane World of Savane Farah
	  	REG# 285595	  	Portugal
	 Savane World of Savane Farah
	  	REG# 22070 AP#282201	  	Romania
	 Savane World of Savane Farah
	  	REG# 176262	  	Slovak Republic
	 Savane World of Savane Farah
	  	REG# 1718289	  	Spain
	 Savane World of Savane Farah
	  	REG# 400.199	  	Switzerland
	 OK Design
	  	 AP# 2002-025527
 REG# 2002-025527
	  	Turkey
	 3
	  	REG# 138720	  	Turkey
	 Savane World of Savane Farah
	  	583887	  	Australia
	 Savane World of Savane Farah
	  	 AP# 3885/92
 REG# 145044
	  	Austria
	 Savane World of Savane Farah
	  	 521544
 AP#784219
	  	Benelux
	 Savane World of Savane Farah
	  	 AP#70774
 REG# 184513
	  	Czech Republic
	 Savane World of Savane Farah
	  	 REG# 2 043 687
 AP#F41547
	  	Germany
	 Savane World of Savane Farah
	  	REG# 110337	  	Greece


  
 A-67










					
	 Name
	  	 Serial # or

Registration #
	  	 Country Filed

	 Savane World of Savane Farah
	  	429314	  	Mexico
	 Savane World of Savane Farah
	  	1509517	  	United Kingdom
	 Savane World of Savane No Wrinkle
	  	 AP# 9531061
 REG# 181827
	  	Columbia
	 Savane World of Savane No Wrinkle
	  	REG# 87059	  	Dominican Republic
	 Savane World of Savane No Wrinkle
	  	AP# 27335	  	Fiji
	 Savanna
	  	B1098563	  	United Kingdom
	 Sawdust Company
	  	 2,267,682 Reg.
 75/354,009
	  	USA
	 Sawtooth Mountains
	  	1,955,268	  	USA
	 Silk Blues
	  	78/415736	  	USA
	 Silk Blues
	  	1,906,918	  	USA
	 SloŸMo Sportswear
	  	 Reg. 4,229,848 App

161158/97
	  	Japan
	 SloŸ Mo Sportswear
	  	2,211,745 75/263,193	  	USA
	 Soft as Savane
	  	 2,494,861
 75/737912
	  	USA
	 Soft Wash
	  	 AP# 3367/95
 REG# 160527
	  	Austria
	 Soft Wash
	  	 574257 AP
 #849962
	  	Benelux
	 Soft Wash
	  	777775	  	Canada
	 Soft Wash
	  	 AP# 9530914
 REG# 181142
	  	Columbia
	 Soft Wash
	  	103430	  	Costa Rica
	 Soft Wash
	  	27103	  	Fiji
	 Soft Wash
	  	95575797	  	France
	 Soft Wash
	  	 AP# 52154
 REG# 170636
	  	Ireland
	 Soft Wash
	  	REG# 504935	  	Mexico
	 Soft Wash
	  	148876	  	Russian Federation
	 Soft Wash
	  	2012575	  	United Kingdom
	 Soft Wash
	  	 2,283,456
 SN74/608,246
	  	USA
	 Soft Wash No Wrinkles
	  	662891	  	Australia
	 Soft Wash No Wrinkles
	  	AP# 1995 05192 REG# 1996 02935	  	Denmark
	 Soft Wash No Wrinkles
	  	254796	  	New Zealand
	 Soft Wash No Wrinkles
	  	 2,285,688
 SN 74/608,245
	  	USA
	 Soft Wash No Wrinkles
	  	27717	  	Fiji
	 Spirit of the Wolves
	  	2,001,847	  	USA
	 Stain Protector
	  	REG# 2,900,931 SN 78/187,566	  	USA


  
 A-68










					
	 Name
	  	Serial # or
Registration #	  	Country Filed
	 Stallion & Design
	  	REG# 497372
 AP#
01264/2002
	  	Switzerland
	 Steelworks
	  	2,309,754
 SN 75/390,568
	  	USA
	 Stone Mountain
	  	209,103
 SN 71/218,4741
	  	USA
	 Stretch Waistband
	  	2,325,498
 SN 75/523,128
	  	USA
	 Style Chief
	  	440,916
 SN 71/500,861
	  	USA
	 Stylized Globe Design
	  	662890	  	Australia
	 Stylized Globe Design
	  	574258 AP# 849963	  	Benelux
	 Stylized Globe Design
	  	785645	  	Canada
	 Stylized Globe Design
	  	AP# 9531220
 REG# 181149
	  	Columbia
	 Stylized Globe Design
	  	AP# 1995 05193
REG# 1995 6060	  	Denmark
	 Stylized Globe Design
	  	AP# 60040
 REG# 697-97
	  	Ecuador
	 Stylized Globe Design
	  	REG# 192
AP#3420/95	  	El Salvador
	 Stylized Globe Design
	  	27336	  	Fiji
	 Stylized Globe Design
	  	AP#T199503977
REG# 143225	  	Finland
	 Stylized Globe Design
	  	95575795	  	France
	 Stylized Globe Design
	  	REG# 395 26 042
 AP#395 26
042.6
	  	Germany
	 Stylized Globe Design
	  	REG# 83000	  	Guatemala
	 Stylized Globe Design
	  	AP#9911/1995
 REG#
B152/1998
	  	Hong Kong
	 Stylized Globe Design
	  	REG# 383.436
 AP#
D95-23220
	  	Indonesia
	 Stylized Globe Design
	  	REG# 717655	  	Italy
	 Stylized Globe Design
	  	4008572	  	Japan
	 Stylized Globe Design
	  	250032	  	New Zealand
	 Stylized Globe Design
	  	AP# 19954330
 REG# 176739
	  	Norway
	 Stylized Globe Design
	  	REG# 363763	  	South Korea
	 Stylized Globe Design
	  	REG# 432071
AP#8931-1995.8	  	Switzerland
	 Stylized Globe Design
	  	2024032	  	United Kingdom
	 Stylized Globe Design
	  	2,244,787 SN
74/608,248	  	USA
	 Super Ply
	  	799,666 Supplemental	  	USA
	 Tahoe River Outfitters
	  	SN# 1099311
 REG #
TNA607,560
	  	Canada
	 Tahoe River Outfitters
	  	490,462	  	Mexico
	 Tahoe River Outfitters
	  	2,266,975	  	United Kingdom
	 Tahoe River Outfitters
	  	2,132,246	  	USA


  
 A-69










					
	 Name
	  	Serial # or
Registration #	  	Country Filed
	 Techworks
	  	2,497,111
75/908374	  	USA
	 Texas
	  	1,580,471	  	European Community
	 The Authentic Khaki Company
	  	2,011,240	  	USA
	 The Coal Mine Company
	  	2,000,252	  	USA
	 The Leader in Private Brands
	  	2,117,132	  	USA
	 The Leader of Brand and Private Brand
	  	REG# 2889725

SN# 76/415270
	  	USA
	 The Original Khaki Company “by Farah”
	  	2,017,812	  	European Community
	 The Original Khaki Company by Farah
	  	2,245,040	  	United Kingdom
	 The Original Khaki Company by Farah
	  	2245040	  	United Kingdom
	 The Original Texas Jean Company
	  	1,802,644	  	European Community
	 The Pant for the Impossible Mission
	  	SN 78/410,307	  	USA
	 The Things We Value
	  	1,928,428	  	USA
	 Three Graces
	  	1,990,305	  	USA
	 Tilford & Stuart
	  	487588	  	Australia
	 Tilford & Stuart
	  	A487588	  	Austria
	 Tilford & Stuart
	  	TMA379479
AP#608153	  	Canada
	 Tilford & Stuart
	  	REG# 1 131 784
AP#36398	  	Germany
	 Tilford & Stuart
	  	AP#882118
REG# 130491	  	Ireland
	 Tilford & Stuart
	  	B1346342	  	United Kingdom
	 Tilford & Stuart
	  	2,276,403
SN75/276,350	  	USA
	 Timberon River Company
	  	2,296,272
 SN 74/732,274
	  	USA
	 Total Khaki
	  	76/445740	  	USA
	 Trail Blazers
	  	686,359	  	USA
	 Treslana
	  	TMA431368
AP#685360	  	Canada
	 Treslana
	  	REG# 2 036 915
AP#F40073	  	Germany
	 Treslana
	  	AP# 117403
REG# 404055	  	Mexico
	 Tropical
	  	218/2000	  	Fiji
	 Travel Intelligence
	  	SN 78/410,248	  	USA
	 Travel Intelligent
	  	SN 78/410,293	  	USA
	 Travel Smart
	  	SN 78/405,057	  	USA
	 Tropical
	  	1,646,084	  	USA
	 Tropical Sportswear
	  	1,960,833	  	USA
	 Tropical Sportswear International
	  	2,016,017	  	USA


  
 A-70










					
	 Name
	  	Serial # or
Registration #	  	Country Filed
	 Tropiwash
	  	2,246,089 SN

75/465,356
	  	USA
	 TSI
	  	1,911,480	  	USA
	 TSI & Palm Tree
	  	2,592,443 Reg
75/942,285	  	USA
	 Two Pepper
	  	842,205	  	Australia
	 Two Pepper
	  	2,173,011	  	European Community
	 Two Pepper
	  	216/2000	  	Fiji
	 Two Pepper
	  	609350	  	New Zealand
	 Two Pepper Design
	  	AP #2359420	  	United Kingdom
	 Two Pepper
	  	2266974	  	United Kingdom
	 Two Pepper
	  	1,914,210	  	USA
	 U.S. Trading Company
	  	1,898,403	  	USA
	 Universal Fit
	  	REG# 2890263
SN# 78/202,674	  	USA
	 Unplugged
	  	78/263,489	  	USA
	 Unplugged On Your Own Time
	  	78/263,513	  	USA
	 US Trading Company
	  	2,227,233 SN
75/285,346	  	USA
	 Vintage Hardware Gently Weathered for Style
	  	REG# 2841234
SN# 76/450693	  	USA
	 Vintage Wash
	  	2,027,668
 SN 74/631,574
	  	USA
	 Washout
	  	1,725,844	  	USA
	 Wet Process
	  	1,883,020	  	USA
	 Wff Wm. F Farah
	  	1,879,828	  	USA
	 White Dove
	  	Reg. #2466231	  	USA
	 White Ice Company
	  	SN 75/354,010
2,362,691	  	USA
	 Wildlife Refuge
	  	1,683,029	  	USA
	 Will Rogers
	  	2177038	  	European Community
	 Will Rogers
	  	REG# 490461	  	Mexico
	 Will Rogers
	  	2266973	  	United Kingdom
	 Wm. F. Farah
	  	REG# 812729960	  	Brazil
	 Wooden Nickel
	  	1,773,697	  	USA
	 Woodmere
	  	1,738,437	  	USA
	 Ziabo
	  	1,718,286	  	USA

 Additional Licensed Trademarks since

 PGA Tour® trademark licensed from PGA Tour, Inc. (PO Box 1065, Ponte Verde Beach, Florida 32004). 

  
 A-71









 GUIDELINES FOR PREPARATION OF INFORMATION CERTIFICATE 

Annexed hereto is a form of Information Certificate, which you should complete carefully and accurately. 

Please note: 

1. The Information Certificate should be completed by you in consultation with your attorneys and accountants. 

2. To the extent there is insufficient space provided in the Information Certificate for a response to any question, please include
additional pages as exhibits to the certificate. 
 3. The Information Certificate should be returned to us as soon as possible
since the information in it is necessary for us to prepare the loan documentation. 
 4. The Information Certificate will be
included as an exhibit to the Loan and Security Agreement between us. The numbers of the schedules provided for in the Information Certificate correspond to the sections of the Loan and Security Agreement covering the applicable matter where such
schedules are referenced. 
 If you have any questions in connection with the preparation of the Information Certificate, please
let us know. 
 Thank you for your cooperation and we look forward to continuing to work with you. 

CONGRESS FINANCIAL CORPORATION (FLORIDA) 

  
 A-72









 EXHIBIT B 
 TO 
 AMENDMENT NO. 7 

Schedule 1 

Commitments 
  

					
	 Lender
	  	Amount	 
		
	 Wachovia Bank, National Association (successor by merger to Congress Financial Corporation (Florida))
	  	$	75,000,000	  
		
	 The CIT Group/Commercial Services, Inc.
	  	$	48,000,000	  
		
	 The Israel Discount Bank of New York
	  	$	22,000,000	  
		
	 HSBC Bank USA, National Association
	  	$	15,000,000	  
		
	 HSBC Business Credit (USA) Inc.
	  	$	15,000,000	  
		  	 	 	 
		
	 TOTAL
	  	$	175,000,000	  
		  	 	 	 


  
 B-1