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Exhibit 10.23
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of
September 11, 1996, by and among CONGRESS FINANCIAL CORPORATION, a California
corporation ("Lender"), HANOVER DIRECT PENNSYLVANIA, INC., a Pennsylvania
corporation ("HDPI"), BRAWN OF CALIFORNIA, INC., a California corporation
("Brawn"), GUMP'S BY MAIL, INC., a Delaware corporation ("GBM"), GUMP'S CORP., a
California corporation ("Gump's"), THE COMPANY STORE, INC., a Wisconsin
corporation ("TCSI"), TWEEDS, INC., a Delaware corporation ("Tweeds"), LWI
HOLDINGS, INC., a Delaware corporation ("LWI"), AEGIS CATALOG CORPORATION, a
Delaware corporation ("Aegis"), HANOVER DIRECT VIRGINIA INC., a Delaware
corporation ("HDV"), HANOVER REALTY, INC., a Virginia corporation ("Hanover
Realty"), and THE XXXXXX COMPANY, a South Dakota corporation ("Xxxxxx"; and
together with HDPI, Brawn, GBM, Gump's, TCSI, Tweeds, LWI, Aegis, HDV and
Hanover Realty, each individually referred to herein as a "Borrower" and
collectively, "Borrowers") and HANOVER DIRECT, INC., a Delaware corporation
("Hanover"), AEGIS RETAIL CORPORATION, a Delaware corporation, AEGIS SAFETY
HOLDINGS, INC., a Delaware corporation, AEGIS VENTURES, INC., a Delaware
corporation, AMERICAN DOWN & TEXTILE COMPANY, a Wisconsin corporation, BRAWN
WHOLESALE CORP., a California corporation, THE COMPANY FACTORY, INC., a
Wisconsin corporation, THE COMPANY OFFICE, INC., a Wisconsin corporation,
COMPANY STORE HOLDINGS, INC., a Delaware corporation, X.X. ADVERTISING, INC., a
New Jersey corporation, GUMP'S CATALOG, INC., a Delaware corporation, GUMP'S
HOLDINGS, INC., a Delaware corporation, HANOVER CASUALS, INC., a Delaware
corporation, HANOVER CATALOG HOLDINGS, INC., a Delaware corporation, HANOVER
FINANCE CORPORATION, a Delaware corporation, HANOVER LIST MANAGEMENT INC., a New
Jersey corporation, HANOVER VENTURES, INC., a Delaware corporation, LEICHTUNG OF
MICHIGAN, INC., a Michigan corporation, LWI RETAIL, INC., an Ohio corporation,
SCANDIA DOWN CORPORATION, a Delaware corporation, TWEEDS OF VERMONT, INC., a
Delaware corporation, YORK FULFILLMENT COMPANY, INC., a Pennsylvania
corporation, and XXXXXX HOLDINGS, INC., a Delaware corporation (each
individually a "Guarantor" and collectively, "Guarantors").
W I T N E S S E T H:
WHEREAS, Borrowers, Guarantors and Lender entered into the
Loan and Security Agreement, dated November 14, 1995, as amended by the First
Amendment to Loan and Security Agreement, dated February 22, 1996, the Second
Amendment to Loan and Security Agreement, dated April 16, 1996, the Third
Amendment to Loan and Security Agreement, dated May 24, 1996, and the Fourth
Amendment to Loan and Security Agreement, dated May 31, 1996 (the "Loan
Agreement"), pursuant to which Lender has made loans and advances to Borrowers;
and
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WHEREAS, Borrowers and Guarantors have informed Lender that an
Appraisal of the Inventory of Revolving Loan Borrowers presently being conducted
by the Appraiser is expected to indicate that the Value of the Eligible
Inventory of Revolving Loan Borrowers, the Net Orderly Liquidation Value of the
Eligible Inventory of Revolving Loan Borrowers, other than Gump's, and the Net
GOB Value of Eligible Inventory of Gump's are lower than such values of the
Eligible Inventory of such Revolving Loan Borrowers contained in the Appraisal,
dated September 28, 1995, with respect to the Inventory of Revolving Loan
Borrowers, which is the most recent Appraisal heretofore delivered to Lender;
and
WHEREAS, Borrowers and Guarantors have requested that Lender,
solely as an accommodation to Borrowers and Guarantors, defer on a temporary
basis making an adjustment to the Inventory Loan Formulas based on the results
of the Appraisal presently being conducted; and
WHEREAS, Borrowers and Guarantors have informed Lender that
IMR intends to make a loan to Hanover in the original principal amount of
$10,000,000, the proceeds of which will be used solely by Hanover to make
intercompany loan(s) to Revolving Loan Borrowers, to be used by Revolving Loan
Borrowers solely for working capital purposes of Revolving Loan Borrowers; and
WHEREAS, Borrowers and Guarantors have requested that Lender
waive the failure of Deferred Billing Borrowers to satisfy the Accounts Loan
Financial Test with respect to the Measurement Quarters for certain Program
Quarters, temporarily waive a certain Event of Default, and agree to increase
temporarily the Revolving Accounts Loan sublimit; and
WHEREAS, Lender is willing to agree to the foregoing,
subject to the terms and conditions contained herein; and
WHEREAS, the parties to the Loan Agreement desire to enter
into this Fifth Amendment to Loan and Security Agreement (this "Amendment") to
evidence and effectuate such amendments, agreements and waivers to the extent
set forth herein, and subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and covenants
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Definitions.
(a) Additional Definitions. As used herein or in any
of the other Financing Agreements, the following terms shall have the meanings
given to them below, and the Loan Agreement
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shall be deemed and is hereby amended to include, in addition and
not in limitation, the following definitions:
(i) "Accounts Sublimit Increase Period"
shall mean the period commencing on November 15, 1996 and ending on January 15,
1997.
(ii) "Inventory Formula Non-Adjustment
Period" shall mean the period commencing on the date hereof and ending on the
earlier of (A) the close of business on November 14, 1996, subject to the second
proviso contained in Section 2(b)(i) of this Amendment, or (B) the occurrence or
existence of an Incipient Default or Event of Default.
(iii) "September 1996 Appraisal" shall mean
the Appraisal prepared by Xxxxx-Xxxxxx Appraisal Corporation, expected to be
delivered to Lender during September 1996, setting forth the Values of the
Inventory of Revolving Loan Borrowers, the Net Orderly Liquidation Value of
Inventory of Revolving Loan Borrowers, other than Gump's, and the Net GOB Value
of Gump's Inventory.
(iv) "September 1996 Intercompany Loans"
shall mean the intercompany loans made, contemporaneously herewith, by Hanover
to the Revolving Loan Borrowers, funded with the proceeds of the $10,000,000 IMR
Loan.
(v) "$10,000,000 IMR Loan" shall mean the
loan in the original principal sum of $10,000,000 made by IMR to Hanover,
contemporaneously herewith.
(vi) "$10,000,000 IMR Note" shall mean the
Promissory Note, dated of even date herewith, by Hanover payable to IMR in the
original principal amount of $10,000,000 delivered to evidence the $10,000,000
IMR Loan plus interest thereon.
(b) Amendment to Definition. Section 1.23 of the Loan
Agreement is hereby amended by deleting the proviso appearing at the end thereof
and substituting the following proviso therefor, effective as of the date
hereof:
"; provided, however, that solely for
purposes of calculating Consolidated Working Capital
hereunder, the outstanding balance of the Revolving
Loans and Term Loans and the outstanding balance of
the $10,000,000 IMR Note shall not be considered
current liabilities."
(c) Interpretation. For purposes of this Amendment,
unless otherwise defined herein, all capitalized terms used herein that are
defined in the Loan Agreement, shall have
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the respective meanings given to such terms in the Loan Agreement.
2. Use of Proceeds and Repayment of IMR Loan.
(a) Hanover agrees to use the proceeds of the
$10,000,000 IMR Loan solely to make the September 1996 Intercompany Loans to
Revolving Loan Borrowers and Revolving Loan Borrowers agree to use the proceeds
of such intercompany loans from Hanover solely for working capital purposes of
Revolving Loan Borrowers. Hanover and Revolving Loan Borrowers shall arrange for
the disbursement of the $10,000,000 IMR Loan and the corresponding September
1996 Intercompany Loans by Hanover to Revolving Loan Borrowers, by wire
transfer(s) directly from IMR to Lender, for credit to the applicable Revolving
Loan Borrowers' Revolving Loan accounts maintained by Lender.
(b) Notwithstanding Section 6.5(b)(ii) of the Loan
Agreement,
(i) Revolving Loan Borrowers may, on
November 14, 1996, use the proceeds of Revolving Loans made on November 14,
1996, to make payments to Hanover, or directly to IMR at the direction of
Hanover, in respect of the valid intercompany Indebtedness owed to Hanover in
respect of the September 1996 Intercompany Loans; provided, that, (A) Lender
shall have received from Hanover, by no later than 11:00 a.m. on November 14,
1996, (1) written notice setting forth the amount of the payment proposed to be
made on November 14, 1996 by Revolving Loan Borrowers to Hanover or to IMR at
the direction of Hanover, in respect of the then-outstanding amount of
Indebtedness in respect of the September 1996 Intercompany Loans, which amounts
shall then be used by Hanover (or credited by IMR if received directly) to repay
the then-outstanding balance of the Indebtedness of Hanover evidenced by the
$10,000,000 IMR Note, and (2) all information not then in the possession of
Lender necessary to make the calculation of Excess Availability on November 14,
1996 in accordance with clause (i)(B) below, and (B) Lender has advised Hanover
that Revolving Loan Borrowers will have Excess Availability of not less than
Twelve Million Five Hundred Thousand Dollars ($12,500,000) on November 14, 1996
immediately prior to making such payment but after giving effect to the
application of proceeds of Collateral received by Lender on such date and after
giving effect to any other Loans or Letter of Credit Accommodations to be made
or provided on such date; provided further, that, if Lender does not advise
Hanover on November 14, 1996 of the amount of Excess Availability (if any)
available to Revolving Loan Borrowers as provided in the foregoing clause
(i)(B), but subject to the conditions set forth in the foregoing clause (i)(A),
the Inventory Formula Non-Adjustment Period shall be extended until the close of
business
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on the date Lender has advised Hanover of the amount of such Excess Availability
(if any); and
(ii) Revolving Loan Borrowers may use the
proceeds of Revolving Loans made on or after November 15, 1996 to make payments
on or after November 15, 1996 to Hanover, or to IMR at the direction of Hanover,
in respect of the valid intercompany Indebtedness owed to Hanover in respect of
the September 1996 Intercompany Loans; provided, that, (A) Lender shall have
received from Hanover, by no later than 11:00 a.m. on each date of proposed
payment, (1) written notice setting forth the amount of such proposed payment to
be made by Revolving Loan Borrowers to Hanover or to IMR at the direction of
Hanover, in respect of the then-outstanding amount of Indebtedness in respect of
the September 1996 Intercompany Loans, which amounts shall then be used by
Hanover (or credited by IMR if received directly) to repay the then-outstanding
balance of the Indebtedness of Hanover evidenced by the $10,000,000 IMR Note,
and (2) all information not then in the possession of Lender necessary to make
the calculation of Excess Availability on such date in accordance with clause
(ii)(B) below and (B) Lender has advised Hanover on such date of proposed
repayment that Revolving Loan Borrowers will have Excess Availability of not
less than Two Million Five Hundred Thousand Dollars ($2,500,000) immediately
after giving effect to such payment, the application of proceeds of Collateral
received by Lender on such date and after giving effect to any other Loans or
Letter of Credit Accommodations to be made or provided on such date.
(c) For purposes of Lender's determination of Excess
Availability, Excess Availability shall be calculated based upon the Revolving
Loan Formulas, the applicable lending sublimits with respect to each Revolving
Loan Borrower and the Revolving Loan Limit, as each is then in effect on the
date of any such determination.
3. Certain Reductions in Inventory Lending Formulas.
(a) Notwithstanding the absolute right of Lender to
reduce the Inventory Loan Formulas based upon the September 1996 Appraisal,
which right is hereby confirmed by Borrowers and Guarantors, but without
limiting any other rights or remedies of Lender under the Loan Agreement and in
the other Financing Agreements, Lender agrees, as an accommodation to Borrowers
and Guarantors, during the Inventory Formula Non-Adjustment Period, to defer
making adjustments in the Inventory Loan Formulas to the extent based on the
results of the September 1996 Appraisal.
(b) Immediately upon the termination of the Inventory
Formula Non-Adjustment Period, or at any time or times thereafter, Lender shall
have the right, in its absolute discretion, to make any adjustments to the
Inventory Loan
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Formulas then or thereafter in effect as Lender shall determine based on the
results of the September 1996 Appraisal.
(c) Nothing contained in this Amendment shall in any
way (i) limit or affect Lender's rights or remedies to adjust the Revolving Loan
Formulas for any reasons, other than the deferral of adjustments based on than
the results of the September 1996 Appraisal for the period and on the terms
provided herein, or (ii) limit or affect Lender's rights or remedies upon an
Event of Default or Incipient Default.
4. Waivers. Subject to the terms and conditions contained
herein: (a) Lender hereby waives, but only with respect to the Program Quarters
ending prior to December 29, 1996, the failure of Deferred Billing Borrowers to
satisfy the Accounts Loan Financial Test with respect to the respective
Measurement Quarters applicable to such Program Quarters; and (b) Lender hereby
waives, but only for the period effective as of the date hereof and ending on
the close of business on December 31, 1996, any Event of Default arising under
Section 7.1(i) of the Loan Agreement consisting solely of the cumulative losses
of Hanover and its Subsidiaries incurred from November 14, 1995 through
September 28, 1996. The foregoing temporary waiver under Section 4(b) hereof
shall not be deemed to limit or impair Lender's rights or remedies in respect of
any Event of Default arising under Section 7.1(b) of the Loan Agreement by
reason of breach of the financial covenants set forth in Section 6.19 or Section
6.20 of the Loan Agreement, none of which Events of Default, rights or remedies
are being waived hereby, temporarily or otherwise.
5. Deferred Billing Receivables Advance Rate. Effective
immediately, Section 2.1(a) of the Loan Agreement shall be deemed amended by
deleting the words "eighty percent (80%)" between the word "to" and the word
"of" in the fifth line of Section 2.1(a) of the Loan Agreement and substituting
therefor the words "seventy percent (70%)."
6. Temporary Increase in Revolving Accounts Loan Sublimit.
Notwithstanding Section 2.2(j) of the Loan Agreement, but subject to all other
rights of Lender under the Loan Agreement and the other Financing Agreements,
during the Accounts Sublimit Increase Period, the aggregate amount of Revolving
Accounts Loans for all Deferred Billing Borrowers shall not at any one time
outstanding exceed Eleven Million Dollars ($11,000,000). Lender shall have the
right, from time to time during the Accounts Sublimit Increase Period, to
establish and revise Revolving Accounts Loan sublimits for each Deferred Billing
Borrower, within the overall Eleven Million Dollar ($11,000,000) sublimit
applicable to all Revolving Accounts Loans. On and after the close of business
on the last day of the Accounts Sublimit Increase Period, (i) the aggregate
amount of
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Revolving Accounts Loans for all Deferred Billing Borrowers shall not at any one
time outstanding exceed Ten Million Dollars ($10,000,000) and (ii) Lender shall
have the right, from time to time thereafter, to establish and revise Revolving
Accounts Loan sublimits for each Deferred Billing Borrower, within the overall
Ten Million Dollar ($10,000,000) sublimit applicable to all Revolving Accounts
Loans.
7. Representations and Warranties. Borrowers represent,
warrant and covenant with and to Lender as follows, which representations,
warranties and covenants are continuing and shall survive the execution and
delivery hereof, the truth and accuracy of, or compliance with each, together
with the representations, warranties and covenants in the other Financing
Agreements, being a condition of the effectiveness of this Amendment and a
continuing condition of the making or providing of any Revolving Loans or Letter
of Credit Accommodations by Lender to Borrowers:
(a) This Amendment has been duly authorized, executed
and delivered by all necessary action of each of the Borrowers and Guarantors
which is a party hereto, and is in full force and effect, and the agreements and
obligations of Borrowers and Guarantors, as the case may be, contained herein
constitute legal, valid and binding obligations of Borrowers and Guarantors, as
the case may be, enforceable against them in accordance with their terms.
(b) Neither the execution and delivery of the
$10,000,000 IMR Note, the making of the September 1996 Intercompany Loans, or
any other agreements, documents or instruments in connection therewith, nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof (i) has violated or shall violate any Federal or State
securities laws or any other law or regulation or any order or decree of any
court or governmental instrumentality in any respect, or (ii) does, or shall
conflict with or result in the breach of, or constitute a default in any respect
under any mortgage, deed of trust, security agreement, agreement or instrument
to which Hanover or any other Guarantor or any Borrower is a party or may be
bound, or (iii) does or shall violate any provision of the Certificate of
Incorporation or ByLaws of Hanover or any other Guarantor or any Borrower.
(c) All of the representations and warranties set
forth in the Loan Agreement as amended hereby, and the other Financing
Agreements, are true and correct in all material respects, except to the extent
any such representation or warranty is made as of a specified date, in which
case such representation or warranty shall have been true and correct as of such
date.
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(d) After giving effect to the provisions of this
Amendment, no Event of Default or Incipient Default exists or has occurred and
is continuing.
8. Conditions Precedent. Concurrently with the execution
hereof, and as a condition to the effectiveness of this Amendment and the
agreement of Lender to the modifications, waivers and amendments set forth in
this Amendment:
(a) Lender shall have received an original of this
Amendment, in form and substance satisfactory to Lender and its counsel, duly
authorized, executed and delivered by Borrowers and Guarantors; and
(b) Lender shall have received, each in form and
substance satisfactory to Lender, (i) a true and complete copy of the
$10,000,000 IMR Note and all agreements, documents and instruments relating
thereto, and (ii) a letter agreement among IMR, Hanover and Lender
acknowledging, among other things, the terms and conditions of the repayment of
the September 1996 Intercompany Loans and of the indebtedness evidenced by the
$10,000,000 IMR Note, each duly authorized, executed and delivered by Hanover
and IMR.
9. Effect of this Amendment. This Amendment constitutes the
entire agreement of the parties with respect to the subject matter hereof, and
supersedes all prior oral or written communications, memoranda, proposals,
negotiations, discussions, term sheets and commitments with respect to the
subject matter hereof. No waivers of Events of Default or Incipient Defaults
and, except as expressly provided herein, no other waivers or any modifications
to the Loan Agreement or any of the other Financing Agreements, or consents
under any provisions of any of the foregoing, are intended or implied by this
Amendment, 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 conflicts with any provision of this
Amendment, the provision of this Amendment shall control.
10. Further Assurances. Borrowers and Guarantors shall execute
and deliver such additional documents and take such additional action as may be
reasonably requested by Lender to effectuate the provisions and purposes of this
Amendment.
11. 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 New York (without giving
effect to principles of conflicts of laws).
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12. Binding Effect. This Amendment shall be binding upon and
inure to the benefit of each of the parties hereto and their respective
successors and assigns.
13. Counterparts. This Amendment 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, it shall not be
necessary to produce or account for more than one counterpart thereof signed by
each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed on the day and year first written.
CONGRESS FINANCIAL CORPORATION
By: /s/ Xxxxx X. Last
_________________________
Title: Vice President
______________________
HANOVER DIRECT PENNSYLVANIA, INC.
By: /s/ Xxxxxx X. X'Xxxxx
_________________________
Title: Vice President
______________________
BRAWN OF CALIFORNIA, INC.
By: /s/ Xxxxxx X. X'Xxxxx
_________________________
Title: Vice President
______________________
GUMP'S BY MAIL, INC.
By: /s/ Xxxxxx X. X'Xxxxx
_________________________
Title: Vice President
______________________
GUMP'S CORP.
By: /s/ Xxxxxx X. X'Xxxxx
_________________________
Title: Vice President
______________________
[SIGNATURES CONTINUE ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
THE COMPANY STORE, INC.
By: /s/ Xxxxxx X. X'Xxxxx
_________________________
Title: Vice President
______________________
TWEEDS, INC.
By: /s/ Xxxxxx X. X'Xxxxx
_________________________
Title: Vice President
______________________
LWI HOLDINGS, INC.
By: /s/ Xxxxxx X. X'Xxxxx
_________________________
Title: Vice President
______________________
AEGIS CATALOG CORPORATION
By: /s/ Xxxxxx X. X'Xxxxx
_________________________
Title: Vice President
______________________
HANOVER DIRECT VIRGINIA INC.
By: /s/ Xxxxxx X. X'Xxxxx
_________________________
Title: Vice President
______________________
HANOVER REALTY, INC.
By: /s/ Xxxxxx X. X'Xxxxx
_________________________
Title: Vice President
______________________
THE XXXXXX COMPANY
By: /s/ Xxxxxx X. X'Xxxxx
_________________________
Title: Vice President
______________________
[SIGNATURES CONTINUE ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
By their signatures below, the undersigned Guarantors acknowledge and agree to
be bound by the applicable provisions of this Amendment:
HANOVER DIRECT, INC.
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Senior Vice President
------------------------
AEGIS RETAIL CORPORATION
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Vice President
------------------------
AEGIS SAFETY HOLDINGS, INC.
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Vice President
------------------------
AEGIS VENTURES, INC.
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Vice President
------------------------
AMERICAN DOWN & TEXTILE COMPANY
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Vice President
------------------------
BRAWN WHOLESALE CORP.
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Vice President
------------------------
[SIGNATURES CONTINUE ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
THE COMPANY FACTORY, INC.
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Vice President
------------------------
THE COMPANY OFFICE, INC.
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Vice President
------------------------
COMPANY STORE HOLDINGS, INC.
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Vice President
------------------------
X.X. ADVERTISING, INC.
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Vice President
------------------------
GUMP'S CATALOG, INC.
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Vice President
------------------------
GUMP'S HOLDINGS, INC.
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Vice President
------------------------
HANOVER CASUALS, INC.
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Title: Vice President
------------------------
[SIGNATURES CONTINUE ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
HANOVER CATALOG HOLDINGS, INC.
By: /s/ Xxxxxx X. X'Xxxxx
____________________________
Title: Vice President
_________________________
HANOVER FINANCE CORPORATION
By: /s/ Xxxxxx X. X'Xxxxx
____________________________
Title: Vice President
_________________________
HANOVER LIST MANAGEMENT, INC.
By: /s/ Xxxxxx X. X'Xxxxx
____________________________
Title: Vice President
_________________________
HANOVER VENTURES, INC.
By: /s/ Xxxxxx X. X'Xxxxx
____________________________
Title: Vice President
_________________________
LEICHTUNG OF MICHIGAN, INC.
By: /s/ Xxxxxx X. X'Xxxxx
____________________________
Title: Vice President
_________________________
LWI RETAIL, INC.
By: /s/ Xxxxxx X. X'Xxxxx
____________________________
Title: Vice President
_________________________
SCANDIA DOWN CORPORATION
By: /s/ Xxxxxx X. X'Xxxxx
____________________________
Title: Vice President
_________________________
[SIGNATURES CONTINUE ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
TWEEDS OF VERMONT, INC.
By: /s/ Xxxxxx X. X'Xxxxx
-------------------------
Title: Vice President
-------------------------
YORK FULFILLMENT COMPANY, INC.
By: /s/ Xxxxxx X. X'Xxxxx
-------------------------
Title: Vice President
-------------------------
XXXXXX HOLDINGS, INC.
By: /s/ Xxxxxx X. X'Xxxxx
-------------------------
Title: Vice President
-------------------------
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