EXHIBIT 10.19
THIRD AMENDMENT AND MODIFICATION
TO LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT (the
"AMENDMENT") is made effective as of March 15, 2000 by and among TODAY'S MAN,
INC., a Pennsylvania corporation ("BORROWER"); each of the Subsidiaries of the
Borrower identified under the caption "Guarantor" on the signature pages of this
Amendment (individually, a "GUARANTOR" and, collectively, the "GUARANTORS");
each of the financial institutions identified under the caption "Lenders" on the
signature pages of this Amendment (including without limitation Mellon in such
capacity) (individually, a "LENDER" and, collectively, the "LENDERS"); and
MELLON BANK, N.A., a national banking association, as agent for the Lenders (in
such capacity, together with its successors in such capacity, the "AGENT").
BACKGROUND
Borrower, Guarantors, Lender and Agent previously entered into a certain Loan
and Security Agreement dated December 4, 1998, as amended by (i) that certain
First Amendment and Modification to Loan and Security Agreement dated April 28,
1999, and (ii) that certain Second Amendment and Modification to Loan and
Security Agreement dated October 13, 1999 (as amended, the "LOAN AGREEMENT"),
pursuant to which, inter alia, Lender agreed to extend to Borrower a revolving
credit facility up to a maximum outstanding principal amount of Forty-Five
Million Dollars ($45,000,000.00).
Borrower, Guarantors, Lender and Agent have also entered into certain interim
letter agreements pending completion of this Amendment.
Borrowers, Guarantors, Lender and Agent are entering into this Amendment to
amend certain terms and conditions of the Loan Agreement, including without
limitation, the following:
Establishing the Contract Period for the Revolving Credit Facility for a full
two (2) periods after the date of this Amendment; and
Providing for permitted Out-of-Formula Advances for a period of time.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings set forth for such terms in the Loan Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and intending to be
legally bound hereby, the parties hereto agree as follows:
CONTRACT PERIOD. The Contract Period is reset for a full two (2) year period
commencing on the date of this Agreement and expiring on March 15, 2002.
Accordingly, the definition of "Contract
Period" in SECTION 1.1 of the Loan Agreement is amended to read in its entirety
as follows:
"CONTRACT PERIOD means a period of time commencing on the date of this
Agreement and expiring on March 15, 2002."
MAXIMUM REVOLVING CREDIT FACILITY AMOUNT. The Maximum Revolving Credit Facility
Amount is reset at $35,000,000. Accordingly the definition of "Maximum Revolving
Credit Facility" in SECTION 1.1 of the Loan Agreement is amended in its entirety
to read as follows:
"MAXIMUM REVOLVING CREDIT FACILITY AMOUNT means $35,000,000."
Borrower agrees to execute and deliver to Agent on or before March 22, 2000
replacement Notes in the aggregate amount of the revised Maximum Revolving
Credit Facility Amount, which replacement Notes are given in substitution and
replacement for the existing Notes and not in payment or satisfaction of such
existing Notes. Such replacement Notes shall be in form and content acceptable
to Agent. All references to Notes in the Loan Documents shall be deemed to be
references to the replacement Notes. Upon receipt of the original signed
replacement Notes by the Lenders, the Lenders will return to Borrower the prior
Notes marked "Replaced" or "Substituted".
INTEREST RATE. (A) GENERAL. Notwithstanding anything to the contrary contained
in the Loan Agreement or the Notes, effective as of the date hereof and at all
times hereafter, the "Base Rate plus Applicable Margin" as such term is used in
the Loan Agreement shall equal at all times three-quarter percent (3/4%) in
excess of the Base Rate in effect from time to time, each change to take effect
simultaneously with a corresponding change in the Base Rate without notice to
Borrower. Agent and Lender agree that ninety (90) days after Borrower receives
New Capital Funds in an amount at least equal to $12,000,000 (net of customary
transaction costs) as further described in SECTION 11 below and absent a Default
or an Event of Default, the "Base Rate plus Applicable Margin" as such term is
used in the Loan Agreement shall equal at all times one-quarter percent (1/4%)
in excess of the Base Rate in effect from time to time, each change to take
effect simultaneously with a corresponding change in the Base Rate without
notice to Borrower. Interest will be charged monthly in arrears and calculated
on the basis of a 360 day year.
(b) LIBOR RATE OPTION. Notwithstanding anything to the contrary contained
in the Loan Agreement, Borrower agrees that Borrower shall have no further right
to elect that any sums outstanding under the Notes may accrue interest at the
LIBOR Rate plus Applicable Margin. Notwithstanding the foregoing, Agent and
Lender agree that ninety (90) days after Borrower receives New Capital Funds in
an amount at least equal to $12,000,000 (net of customary transaction costs) and
absent a Default or an Event of Default, Borrower shall have the right to elect
that sums outstanding under the Notes accrue interest at the LIBOR Rate plus
Applicable Margin, provided that the Applicable Margin for such LIBOR Rate Loans
shall equal three percent (3%) per annum in excess of the LIBOR Rate. All other
limitations and requirements set forth in the Loan Agreement for LIBOR Rate
Loans shall continue for any new permitted LIBOR Rate Loans under this Section.
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(c) BASE RATE DEFINITION. The definition of "Base Rate" in SECTION 1.1 of
the Loan Agreement is amended to read in its entirely as follows:
"BASE RATE the rate per annum which is the higher of (i) the Agent's Prime
Rate, or (ii) the Federal Funds Rate plus 1/2%, in effect from time to time
(such interest rate to change immediately upon any change in the Prime Rate
or Federal Funds Rate)."LETTERS OF CREDIT. In conjunction with the
resetting of the Maximum Revolving Credit Facility Amount, the sublimit for
Letters of Credit is reset. Accordingly, SECTION 4.4 of the Loan Agreement
is amended to read in its entirety as follows:
"SUBLIMITS. Agent shall have no obligation (a) to issue any Letter of
Credit, if the aggregate outstanding undrawn amount of all Letters of
Credit would exceed $15,000,000.00; (b) to issue any Standby Letters of
Credit, if the aggregate outstanding undrawn amount of all Standby Letters
of Credit would exceed $2,000,000.00; (c) to issue any Letter of Credit, if
a Default or Event of Default has occurred; or (d) to issue any Letter of
Credit if the Revolving Credit Facility Usage plus the amount of such new
Letter of Credit to be issued exceeds (i) the Borrowing Base plus permitted
Out-Of-Formula Advances under SECTION 9 of the Third Amendment and
Modification to this Agreement (as reduced by all Reserves), or (ii) the
Maximum Revolving Credit Facility Amount."
TERMINATION OF REVOLVING CREDIT FACILITY AND TERMINATION FEE. In conjunction
with the resetting of the Contract Period and the Maximum Revolving Credit
Facility Amount, the early termination fees are reset. Accordingly, SECTION 7.10
of the Loan Agreement is hereby amended to read in its entirety as follows:
"7.10 TERMINATION OF REVOLVING CREDIT FACILITY AND TERMINATION FEE .
Borrower may terminate the Revolving Credit Facility only upon at least
thirty (30) days' prior written notice to Agent and payment to Agent (for
the pro rata benefit of the Lenders) of a termination fee as set forth
below.
Such termination fee shall be payable if the Revolving Credit Facility is
terminated regardless of the source of funds used to repay in full the
Obligations, including without limitation financing provided by another
Person, financing provided by
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one or more of the Lenders, the proceeds of a debt or equity offering by
Borrower, a sale of any of the assets of Borrower or a "securitization" of
any assets of Borrower. The following termination fees shall be payable:
(i) If the termination occurs on or before March 15, 2001, the
termination fee will be equal $1,050,000.00.
(ii) If the termination occurs after March 15, 2001, but on or
before March 14, 2002, the termination fee will be equal to
$700,000.00.
In the event the Revolving Credit Facility is terminated as a result of an
Event of Default, Agent (for the pro rata benefit of the Lenders) shall be
entitled to receive the termination fee required to be paid under the prior
paragraphs. In the event that Agent, Requisite Lenders or all Lenders, as
required under this Agreement, agree to waive any Event of Default but
require as a condition of such waiver that the Contract Period be reduced
or the Revolving Credit Facility be terminated within a finite time period
after such waiver, Agent (for the pro rata benefit of the Lenders) shall be
entitled to receive the termination fee required to be paid under the prior
paragraphs.
The termination fee shall be presumed to be the amount of damages sustained
by Lenders as a result of such early termination and Borrower agrees that
it is reasonable under the circumstances currently existing. The early
termination fee provided for in this Section shall be deemed included in
the Obligations."
FINANCIAL COVENANTS. ARTICLE 13 of the Loan Agreement is hereby amended to
read in its entirety as follows:
"13.1. TANGIBLE NET WORTH. Borrower will maintain Tangible Net Worth
of not less than the following amounts for the following periods:
Amount Periods
------ -------
$48,809,000.00 as of November 30, 1999 and at all times thereafter
until January 28, 2000;
$39,340,000.00 as of January 29, 2000 $36,500,000.00 as of January
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30, 2000 and at all times thereafter until
April 28, 2000;
$37,000,000.00 as of April 29, 2000 and at all times thereafter
until June 30, 2000;
$37,500,000.00 as of July 1, 2000 and at all times thereafter until
August 25, 2000;
$37,000,000.00 as of August 26, 2000 and at all times thereafter
until September 29, 2000;
$36,500,000.00 as of September 30, 2000 and at all times
thereafter until October 27, 2000;
$37,250,000.00 as of October 28, 2000 and at all times
thereafter until November 24, 2000;
$38,000,000.00 as of November 25, 2000 and at all times thereafter
until December 29, 2000; and
$39,500,000.00 as of December 30, 2000 and at all times thereafter.
13.2. INDEBTEDNESS TO TANGIBLE NET WORTH RATIO. Borrower will maintain
a ratio of Indebtedness (excluding any Subordinated Indebtedness) to
Tangible Net Worth of not more than the following ratios for the following
periods.
Maximum Permitted Ratio Periods
----------------------- -------
1.08 to 1.0 as of January 29,2000;1.45 to 1.0 as of January
30, 2000 and at all times through February 2,
2001; and
1.15 to 1.0 as of February 3, 2001 and at all times thereafter.
13.3. CAPITAL EXPENDITURES. Borrower will not cause, suffer or permit
Borrower's aggregate annual Capital Expenditures to exceed the following
amounts for the following periods:
Amount Periods
------ -------
$7,000,000.00 for the Fiscal Year ending January, 2000; and
$7,500,000.00 for the Fiscal Year ending January, 2001 and for
each fiscal year-end thereafter.
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To the extent that the permitted amount of Capital Expenditures are not
used in any one fiscal year, the unused portion not to exceed fifty percent
(50%) of permitted Capital Expenditures for such year may be utilized in
the following fiscal year. The limitations on permitted Capital
Expenditures set forth above shall not apply to Capital Expenditures funded
with Warrant Proceeds as permitted under SECTION or to Capital Expenditures
made by Borrower to repair or replace items damaged by a casualty loss.
13.4. FIXED CHARGE COVERAGE RATIO. Borrower will maintain a Fixed
Charge Coverage Ratio tested quarterly on a rolling four (4) quarters basis
of not less than following ratio for the following periods:
Ratio Periods
----- -------
1.10 to 1.0 as of the fiscal quarter ending January 31, 2001 and as
of the end of each fiscal quarter end thereafter.
13.5. NET INCOME/NET LOSS. Borrower will maintain a level of Net
Income for each fiscal month, commencing with the fiscal month ending March
31, 2000, so that its loss for each such fiscal month is not greater than
$1,000,000.00. Compliance with this covenant will be calculated on a
month-by-month basis without carrying forward or carrying back any income
or loss from any other periods.
13.6. MOST FAVORED LENDER. Borrower agrees promptly to notify Agent of
any agreement for borrowed money to which Borrower is a party or under
which it is obligated and to provide Agent with a copy of such agreement.
If such agreement contains or at any time is amended to contain financial
covenants more restrictive than those contained in this SECTION, upon
Agent's request, Borrower agrees to amend this Agreement accordingly so
that the covenants contained herein are substantially the same as those
contained in such other agreements for borrowed money."
DELETION OF CERTAIN SECTIONS. SECTIONS 3.7, 6.4 AND 12.24 of the Loan Agreement
are hereby deleted and shall be of no further force and effect.
NEW STORE LOCATIONS. Borrower agrees that Borrower will not open any new store
locations after the date hereof without the prior written consent of Agent which
consent may be withheld
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by Agent at its sole discretion.
PERMITTED OUT-OF-FORMULA ADVANCES AND USAGE. Notwithstanding anything contained
in the Loan Agreement, the Loan Documents or any other document to the contrary,
the Revolving Credit Facility Usage may exceed the formula availability
calculated pursuant to SECTIONS 2.1 AND 2.3 of the Loan Agreement by an amount
not to exceed (i) $4,500,000.00 for a period commencing on the date hereof and
ending on May 15, 2000, (ii) $3,400,000.00 for a period commencing on May 16,
2000 and ending on June 15, 2000, and (iii) $2,500,000.00 for a period
commencing on June 16, 2000 and ending on June 30, 2000. On June 30, 2000, all
Out-Of-Formula Advances must be repaid in full. In no event shall the
outstanding Revolving Credit Facility Usage (including the permitted
Out-Of-Formula Advances described above) exceed $35,000,000.00. The provisions
in that certain letter agreement among the Borrower, Guarantors, Lender and
Agent dated February 11, 2000 regarding permitted Out-Of-Formula Advances is
hereby terminated and shall be of no further force or effect. For purposes of
this Amendment and the Loan Agreement "Out-Of-Formula Advances" shall be
redefined to mean the amount by which the then existing Revolving Credit
Facility Usage exceeds the then applicable Borrowing Base.
Upon the occurrence of a Default or an Event of Default under the Loan
Documents, at the Agent's option, Borrower will repay all Out-Of-Formula
Advances.
ADDITIONAL GUARANTOR. On or before March 22, 2000 Borrower will comply with and
will cause Xxxxxxxxx.xxx, Inc., its newly formed Subsidiary to comply with the
provisions of SECTION 11.23 of the Loan Agreement regarding the addition of
Xxxxxxxxx.xxx, Inc. as an additional Guarantor.
NEW CAPITAL FUNDS. Borrower has represented to Lender and Agent that Borrower is
seeking to raise additional equity funds or subordinated debt financing ("NEW
CAPITAL FUNDS") from various sources. Borrower acknowledges and agrees that the
issuance of stock in connection with Borrower obtaining new equity, the
incurrence of new subordinated indebtedness and matters related to obtaining
such New Capital Funds will require the prior written consent of Lender and
Agent. Borrower agrees to provide Agent with weekly up-dates regarding its
current and future efforts to obtain New Capital Funds and agrees to provide
Agent with copies of all material undertakings, commitments or similar proposals
or agreements to provide New Capital Funds promptly upon receipt of such items
by Borrower, together with a description of how Borrower intends to respond to
such proposals, the timetable for such transactions and such information as
Agent may reasonably require regarding the source and terms of such New Capital
Funds.
MORTGAGE. On or before March 22, 2000, Borrower will execute or cause the owner
to execute and deliver to Agent for the benefit of the Lenders a mortgage to be
recorded by Agent, in form and content acceptable to Agent and Lender,
encumbering the premises owned by Xxxxx Xxxx located in Moorestown, New Jersey
and all improvements thereon and all rents, leases, rights, licenses and
approvals related thereto, together with such collateral documents and due
diligence
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items as Agent may require. Such mortgage lien shall be subject only to such
prior mortgage liens as may be acceptable to Agent.
FINANCIAL PLAN. On or before March 24, 2000, Borrower shall provide to Agent a
written financial plan for Borrower's fiscal year 2000, in form and content
acceptable to Agent, setting forth the operations, financial condition, balance
sheet, cash flows and availability schedules, and any other matter or thing
related thereto as requested by Agent.
CONSULTANT. Borrower has represented to Lender and Agent that Borrower is in the
process of engaging a consultant to assist Borrower in obtaining the New Capital
Funds; in preparing, completing and implementing a business plan for fiscal year
2000; and in general business operations. Borrower agrees to provide Agent with
weekly updates regarding its efforts to engage such consultant and to provide
Agent promptly with background information regarding each proposed consultant.
VENDORS AND FACTORS. On or before March 31, 2000, Borrower shall deliver to
Agent written evidence, in form and content acceptable to Agent in its sole
discretion, that unsecured trade credit lines in amounts and on terms acceptable
to Agent in its sole discretion are available to Borrower from its key vendors
and factors.
FEES. Borrower agrees to pay to Agent (for the benefit of Lender) the fees set
forth in that certain fee letter between Borrower and Agent of even date
herewith.
CONFIRMATION OF COLLATERAL. Nothing contained herein shall be deemed to be a
compromise, satisfaction, accord and satisfaction, novation or release of any of
the Loan Documents, or any rights or obligations thereunder, or a waiver by
Agent or any Lender of any of its rights under the Loan Documents or at law or
in equity. All liens, security interest, rights and remedies granted to Agent or
Lenders in Loan Documents are hereby ratified, confirmed and continued.
CHALLENGE TO ENFORCEMENT. Borrower and Guarantors acknowledge and agree that
they do not have any defense, set-off, counterclaim or challenge against the
payment of any sums owing under the Loan Documents, or the enforcement of any of
the terms or conditions thereof.
REPRESENTATION WARRANTIES. Borrower and Guarantors hereby represent and warrant,
which representations and warranties shall survive until all Obligations are
paid and satisfied in full, as follows:
(a) All representations and warranties of Borrower and Guarantors set
forth in the Loan Documents are true and complete in all material respects
as of the date hereof. Borrower and Guarantors will certify and deliver to
Agent revised Schedules to the Loan Documents on or before March 22, 2000
reflecting any new or revised facts or circumstances. Borrower and
Guarantors represent and warrant to Lenders that all of such revised facts
and circumstances have been previously disclosed to Lenders verbally by
Borrower and in no way are
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likely to result in any Material Adverse Change.
(b) Upon the execution of this Amendment, no condition or event exists
or has occurred which would constitute an event of default under the Loan
Documents or under any other agreement between Borrower, any Guarantor and
any other third party (or would, upon the giving of notice or the passage
of time, or both constitute an event of default).
(c) Borrower has not received any notice of default or event of
default from any other lender, trustee or lessor with respect to any other
loan, financing or lease agreement.
(d) The execution and delivery of this Amendment by Borrower and
Guarantors and all documents and agreements to be executed and delivered
pursuant to the terms hereof:
(1) have been duly authorized by all requisite corporate action
by Borrower and by each Guarantor;
(2) will not conflict with or result in the breach of or
constitute a default (upon the passage of time, delivery of notice or
both) under Borrower's or any Guarantor's Articles of Incorporation,
By-Laws or any applicable statute, law, rule, regulation or ordinance
or any indenture, mortgage, loan or other document or agreement to
which Borrower or any Guarantor is a party or by which any of them is
bound or affected; and
(3) will not result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever upon any of the
property or assets of Borrower or any Guarantor, except liens in favor
of the Agent or as permitted hereunder or under the Loan Documents.
(4) DEFAULT. Any default by Borrower or Guarantors of any of the
terms, conditions or covenants set forth in this Amendment shall
constitute an Event of Default under the Loan Agreement.
(5) CONDITIONS. The obligation of Agent and Lender to enter into
this Amendment is subject to the following conditions (any of which
may be waived by Agent):
(6) LOAN DOCUMENTS. Borrower and Guarantors and all other
required persons and entities will have executed and
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delivered to Agent this Amendment and such other documents as Agent
may require.
(6) REPRESENTATIONS AND WARRANTIES. All representations and
warranties of Borrower and Guarantors set forth in the Loan Documents,
as amended hereby and as qualified by SECTION 19(A) of this Amendment,
will be true at and as of the date hereof.
(7) NO DEFAULT. No condition or event shall exist or have
occurred which would constitute a Default or an Event of Default
hereunder.
(8) OTHER DOCUMENTS. Such other documents as may be required to
be submitted to Agent by the terms hereof or any of the Loan Documents
shall have been delivered by or on behalf of Borrower and Guarantors
to Agent.
(9) ADDITIONAL DOCUMENTS; FURTHER ASSURANCES. Borrower covenants
and agrees to execute and deliver to Agent, or to cause to be executed
and delivered to Agent contemporaneously herewith, at the sole cost
and expense of Borrower, any and all other documents, agreements,
statements, resolutions, certificates, consents and information as
Agent may require in connection with the matters or actions described
herein. Borrower further covenants and agrees to execute and deliver
to Agent or to cause to be executed and delivered at the sole cost and
expense of Borrower, from time to time, any and all other documents,
agreements, statements, certificates and information as Agent shall
reasonably request to evidence or effect the terms hereof, the Loan
Agreement, as amended, or any of the other Loan Documents, or to
enforce or to protect Agent's interest in the Collateral. All such
documents, agreements, statements, certificates and information shall
be in form and content acceptable to Agent in its sole discretion.
(10) CERTAIN FEES, COSTS, EXPENSES AND EXPENDITURES. Borrower
will pay all of the Agent's expenses in connection with the review,
preparation, negotiation, documentation and closing of this Amendment
and the consummation of the transactions contemplated hereunder,
including without limitation, costs and fees and expenses of counsel
retained by Agent and all fees related to filings, recording of
documents and searches, whether or not the transactions contemplated
hereunder are consummated. Nothing contained herein shall limit in any
manner whatsoever any Lender's or Agent's right to reimbursement under
any of the Loan Documents.
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(11) COMMUNICATIONS AND NOTICES. All notices, requests and other
communications made or given in connection with this Amendment shall
be made in accordance with the provisions of the Loan Agreement.
(12) TIME OF ESSENCE. Time is of the essence of this Amendment.
(13) NO WAIVER. Except as otherwise provided herein, nothing
contained and no actions taken by Agent in connection herewith shall
constitute nor shall they be deemed to be a waiver, release or
amendment of or to any rights, remedies, or privileges afforded to
Agent under the Loan Documents or under the UCC. Nothing herein shall
constitute a waiver by Agent of Borrower's or any Guarantor's
compliance with the terms of the Loan Documents, nor shall anything
contained herein constitute an agreement by Agent to enter into any
further amendments with Borrower and Guarantors.
(14) INCONSISTENCIES. To the extent of any inconsistencies
between the terms and conditions of this Amendment and the terms and
conditions of the Loan Documents, the terms and conditions of this
Amendment shall prevail. All terms and conditions of the Loan
Documents not inconsistent herewith shall remain in full force and
effect and are hereby ratified and confirmed by Borrower and
Guarantors.
(15) BINDING EFFECT. This Amendment and all rights and powers
granted hereby will bind and inure to the benefit of the parties
hereto and their respective permitted successors and assigns.
(16) SEVERABILITY. The provisions of this Amendment and all other
Loan Documents are deemed to be severable, and the invalidity or
unenforceability of any provision shall not affect or impair the
remaining provisions which shall continue in full force and effect.
(17) NO THIRD PARTY BENEFICIARIES. The rights and benefits of
this Amendment and the Loan Documents shall not inure to the benefit
of any third party.
(18) MODIFICATIONS. No modifications of this Amendment or any of
the Loan Documents shall be binding or
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enforceable unless in writing and signed by or on behalf of the party
against whom enforcement is sought.
(18) HOLIDAYS. If the day provided herein for the payment of any
amount or the taking of any action falls on a Saturday, Sunday or
public holiday at the place for payment or action, then the due date
for such payment or action will be the next succeeding Business Day.
(19) LAW GOVERNING. This Amendment has been made, executed and
delivered in the Commonwealth of Pennsylvania and will be construed in
accordance with and governed by the laws of such Commonwealth, without
regard to any rules or principles regarding conflicts of law or any
rule or canon of construction which interprets agreements against the
draftsman.
(20) HEADINGS. The headings of the Articles, Sections, paragraphs
and clauses of this Amendment are inserted for convenience only and
shall not be deemed to constitute a part of this Amendment.
(21) COUNTERPARTS; FACSIMILE SIGNATURES. This Amendment may be
executed in any number of counterparts, all of which taken together
constitute one and the same instrument, and any of the parties hereto
may execute this Amendment by signing any such counterpart. Any
signature delivered via facsimile shall be deemed an original
signature hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
intending to be legally bound hereby.
BORROWER:
TODAY'S MAN, INC., a Pennsylvania corporation
By: ____________________________________
Xxxxx X. Xxxxxxx, Executive Vice President
[CORPORATE SEAL]
GUARANTORS:
BENMOL, INC., a Delaware corporation
By: ____________________________________
Xxxxx X. Xxxxxxx, President
[CORPORATE SEAL]
D & L, INC., a Delaware corporation
By: ____________________________________
Xxxxx X. Xxxxxxx, President
[CORPORATE SEAL]
XXXX & XXXX, INC., a Delaware corporation
By: ____________________________________
Xxxxx X. Xxxxxxx, President
[CORPORATE SEAL]
XXXXXXXXX.XXX, INC., a Delaware corporation
By: ____________________________________
Xxxxx X. Xxxxxxx, President
[CORPORATE SEAL]
(SIGNATURES CONTINUED ON NEXT PAGE)
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(SIGNATURES CONTINUED FROM PREVIOUS PAGE)
LENDERS:
MELLON BANK, N.A.
By: ____________________________________
Name/Title: _____________________________
AGENT:
MELLON BANK, N.A.
By: ____________________________________
Name/Title: _____________________________
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