Exhibit 10(a)
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
This First Amendment to Loan and Security Agreement (the "FIRST
AMENDMENT") is made as of this 7th day of October, 2003 by and among
National City Commercial Finance, Inc., an Ohio corporation
with offices at 0000 X. Xxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, as
administrative agent (in such capacity, herein the "ADMINISTRATIVE
AGENT"), for the ratable benefit of the "REVOLVING CREDIT LENDERS", who
are, at present, those financial institutions identified on the
signature pages of this First Amendment and who in the future are those
Persons (if any) who become "Revolving Credit Lenders" in accordance
with the provisions of the Loan Agreement (as defined below);
National City Commercial Finance, Inc., and Fleet Retail
Finance Inc., a Delaware corporation with offices at 00 Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, as collateral agents (collectively, in
such capacity, herein the "COLLATERAL AGENTS"), for the ratable benefit
of the Revolving Credit Lenders,
and
National City Bank, as L/C Issuer (the "ISSUER");
and
The Revolving Credit Lenders;
and
Value City Department Stores, Inc. (in such capacity, the
"LEAD BORROWER"), an Ohio corporation with its principal executive
offices at 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000-0000, as agent
for the following (individually, a "BORROWER" and collectively, the
"BORROWERS"):
Said Value City Department Stores, Inc. ("Value City"); and
Shonac Corporation ("SHONAC"), an Ohio corporation with its
principal executive offices at 0000 Xxxx Xxxxx Xxxxxx,
Xxxxxxxx, Xxxx 00000;
DSW Shoe Warehouse, Inc. ("DSW"), a Missouri corporation with
its principal executive offices at 0000 Xxxx Xxxxx Xxxxxx,
Xxxxxxxx, Xxxx 00000; and
Gramex Retail Stores, Inc. ("GRAMEX"), a Delaware corporation
with its principal executive offices at 0000 Xxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000; and
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Filene's Basement, Inc. ("FILENE'S"), a Delaware corporation
with its principal executive offices at 0000 Xxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000-0000; and
Value City Limited Partnership ("VCLP"), an Ohio limited
partnership with its principal executive offices at 0000
Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000-0000; and
Value City of Michigan, Inc. ("VC MICHIGAN"), a Michigan
corporation with its principal executive offices at 00000
Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000;
GB Retailers, Inc. ("GBR"), a Delaware corporation with its
principal executive offices at 0000 Xxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000; and
Retail Ventures Jewelry, Inc. ("JEWELRY"), an Ohio corporation
with its principal executive offices at 0000 Xxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000;
in consideration of the mutual covenants contained herein and benefits to be
derived herefrom,
W I T N E S S E T H:
A. Reference is hereby made to that certain Loan and Security
Agreement dated as of June 11, 2002 (as such may be amended,
modified, supplemented or restated hereafter, the "LOAN
AGREEMENT") among (i) the Lead Borrower, (ii) the Borrowers
(other than Jewelry), (iii) the Revolving Credit Lenders, (iv)
National City Commercial Finance, Inc., as Administrative
Agent for the Revolving Credit Lenders and as SwingLine
Lender, (v) National City Commercial Finance, Inc. and Fleet
Retail Finance Inc., as Collateral Agents for the Revolving
Credit Lenders, and (vi) National City Bank, as Issuer;
B. The Borrowers have advised the Administrative Agent that a
corporate reorganization (the "REORGANIZATION"), as more
particularly described on EXHIBIT 4.20 hereto, has been
approved by the shareholders and directors of the Lead
Borrower and has been implemented subject to the consent of
the Revolving Credit Lenders.
C. The Borrowers have requested that the Revolving Credit Lenders
consent to the Reorganization and modify and amend certain
provisions of the Loan Agreement, as provided herein.
Accordingly, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms
in the Loan Agreement.
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2. Amendments to Article 1 of Loan Agreement. The provisions of
Article 1 of the Loan Agreement are hereby revised as follows:
a. The definition of "CCM Term Loan Facilities" is
hereby deleted in its entirety and the following
substituted in its stead:
"CCM Term Loan Facilities": The term loan facilities
entered into amongst the Borrowers and CCM, as agent,
pursuant to a Financing Agreement dated June 11,
2002, in the aggregate principal amount of
$100,000,000.00, as amended on October 7, 2003.
b. The definition of "Change in Control" is hereby
revised:
i. by the deletion of the words "Lead Borrower"
in clauses (a) and (c) and its replacement
with the word "Parent."
ii. By the addition of the words "(other than by
(x) a Person Controlled by Schottenstein
Stores Corporation, or (y) one or more
Family Trusts)" after the word "Person" in
the second line of clause (a).
iii. by the deletion of clause (b) in its
entirety and the substitution of the
following in its stead:
(b) Other than as a result of the exercise
by CCM of board representation rights under
the Senior Convertible Facility, more than
thirty percent (30%) of the Persons who were
directors of the Parent on the first day of
any period consisting of twelve (12)
consecutive calendar months (the first of
which twelve (12) month periods commencing
with the first day of August, 2003), cease
to be directors of the Parent for any
reason, other than death, disability, or
replacement (in the ordinary course of
business and not as a result of any change
in the equity ownership of the Parent) by
other Persons nominated by the nominating
committee of the board of directors of the
Parent.
iv. by the deletion of clause (d) in its
entirety and the substitution of the
following in its stead:
(d) The failure of Schottenstein Stores
Corporation or one or more Family Trusts to
possess, directly or indirectly, the power
to cause the direction of the management and
policies of the Parent and the Borrowers.
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c. The definition of "Consolidated" is hereby amended by
deleting the words "the Borrowers and any
Subsidiaries" at the end thereof and substituting the
words "the Parent and its Subsidiaries" in their
stead.
d. The definition of "Facility Guarantors" is hereby
deleted in its entirety and the following substituted
in its stead:
"Facility Guarantors": The Parent, each Borrower, and
all other Subsidiaries of the Parent now existing or
hereafter created, other than Unrestricted
Subsidiaries.
e. The definition of "Indebtedness" is hereby revised by
the deletion of "Borrowers" in the third line before
the words "as liabilities" and its replacement with
"Parent."
f. The definition of "Material Accounting Change" is
hereby revised by the deletion of the reference (i)
to "Borrowers'" in the second and fourth lines
thereof and its replacement with "Parent's", and (ii)
to "Borrowers" in the sixth line thereof and its
replacement with "Parent and its Subsidiaries."
g. The definition of "Permitted Acquisition" is hereby
amended as follows:
i. by deleting the words "the Borrowers" in
clause (i) of the definition and
substituting the words "the Parent and its
Subsidiaries" in its stead.
ii. by adding the words "the Parent and/or"
immediately before the words "the Borrowers"
in the fourth line of clause (ii)(c) of such
definition.
iii. by adding the words "the Parent or"
immediately before the words "a Borrower" in
the third line of clause (ii)(d) of such
definition.
iv. by deleting the words "the Borrower" and
adding the words "the Parent or a Borrower"
in the second line of clause (ii)(g) of such
definition.
v. by deleting "$15,000,000" and substituting
"$20,000,000" at the end of clause (ii)(h)
of such definition.
h. The definition of "Permitted Disposition" is hereby
amended by deleting the words "a Borrower" in clause
(e) thereof and substituting the words "the Parent"
in their stead.
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i. The definition of "Permitted Indebtedness" is hereby
amended as follows:
i. by adding the following at the end of the
proviso to clause (c) of such definition
(immediately before the semicolon):
for all Loan Parties and, with respect to
the Parent only, shall not exceed $5,000,000
in the aggregate outstanding at any time.
ii. by adding the following at the end of the
proviso to clause (d) of such definition
(immediately before the period):
for all Loan Parties and, with respect to
the Parent only, shall not exceed $5,000,000
in the aggregate principal amount
outstanding at any time.
iii. by the deletion of clause (i) and its
replacement with the following:
"(i) Intercompany indebtedness between and
among the Loan Parties (other than the
Parent) pursuant to loans and advances
permitted in accordance with Subsection
4.21(f), below, and intercompany
Indebtedness due to the Parent by any other
Loan Party to the extent permitted
hereunder."
iv. by the addition of the following clause (n):
"(n) Indebtedness owed by the Parent to any
of the other Loan Parties in an amount not
to exceed $5,000,000 (less amounts paid
under Section 4.20(a) hereof) in the
aggregate at any time outstanding"
j. The definition of "Permitted Investments" is hereby
amended
i. by adding the words "the Parent or" before
the words "a Borrower" in the fifth and
sixth lines of clause (m) of such
definition, and
ii. By adding the following at the end of such
definition:
provided that, except for Excluded Property
and loans to officers and directors, all
such Permitted Investments are subject to a
perfected Encumbrance in favor of the
Collateral Agents.
k. The definition of "Senior Convertible Facility" is
hereby deleted in its entirety and the following
substituted in its stead:
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"Senior Convertible Facility": The credit facility
set forth in the Senior Subordinated Convertible Loan
Agreement dated as of March 15, 2000, amended from
time to time prior to the Closing Date and as amended
and restated June 11, 2002, in the present principal
amount of $75,000,000.00, and as further amended on
October 7, 2003.
l. The definition of "Specified Event of Default" is
hereby amended by the deletion of Subsection (d) and
its replacement with the following:
"(d) Section 10.5 (with respect to a breach of
Sections 4.6, 4.29, and 4.32 only)."
m. The definition of "Term Loan Senior Collateral" is
hereby amended by replacing the word "Borrowers" with
"Loan Parties".
n. The definition of "VCM" is hereby deleted in its
entirety.
o. The definition of Value City Entities is hereby
amended by deleting the word "VCM" and substituting
the word "Jewelry" in its stead.
p. The following definitions are hereby added to Article
1 in appropriate alphabetical order:
"FAMILY TRUST": One or more trusts established for
the benefit of any of Xxx X. Xxxxxxxxxxxxx, Xxxxx X.
Xxxxxxx, Xxx X. Xxxxx, Xxxx Xxxxxxxxxxxxx, Xxxxxxxxx
Xxxxxxxxxxxxx, any of their respective spouses,
children or lineal descendants, or any Person
Controlled by any such trust or trusts.
"JEWELRY": Retail Ventures Jewelry, Inc., an Ohio
corporation.
"PARENT": Retail Ventures, Inc., an Ohio corporation.
"REORGANIZATION": The corporate reorganization of the
Borrowers and their Affiliates, as more particularly
described on EXHIBIT 4.20 hereto,
3. Amendment to Article 2 of Loan Agreement. The provisions of
Article 2 of the Loan Agreement are hereby amended by adding
the following new sentence at the end of Sections 2.4, 2.5(d),
and 2.18(a):
Notwithstanding anything to the contrary contained in
this Agreement, L/C's and Bankers Acceptances issued
for the account of the Parent shall be limited to
those L/Cs required to support the xxxxxxx'x
compensation obligations of the Parent and its
Subsidiaries and for no other purpose.
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4. Amendments to Article 4 of Loan Agreement. The provisions of
Article 4 of the Loan Agreement are hereby amended as follows:
a. Section 4.9 of the Loan Agreement is hereby amended
by adding the following after the third sentence
thereof:
Without limiting the foregoing, no default or
violation shall arise under any such license or
agreement solely as a result of the assignment and
transfer of such license or agreement in connection
with the Reorganization.
b. Section 4.10 of the Loan Agreement is hereby amended
by adding the following after the fourth sentence
thereof:
Without limiting the foregoing, no default or
violation shall arise under any Lease solely as a
result of the assignment and transfer of such Lease
in connection with the Reorganization.
c. Section 4.13(d) of the Loan Agreement is hereby
amended by adding a new clause (vi) as follows:
(vi) Transfers of assets and subleases of real estate
among the Loan Parties reasonably necessary to
consummate the Reorganization.
d. Section 4.20(a) of the Loan Agreement is hereby
amended by adding the following at the end thereof:
Notwithstanding anything to the contrary contained
herein, dividends (other than dividends payable
solely in the capital stock of another Loan Party and
dividends contemplated by the Reorganization) shall
only be payable to the Parent by any other Loan Party
to the extent not otherwise in violation of the Loan
Documents and in any event in an amount not to exceed
$5,000,000 (less loans and advances to the Parent
made under clause (n) of the definition of Permitted
Indebtedness) in the aggregate after the date hereof.
e. Section 4.20(d) of the Loan Agreement is hereby
amended by adding the following at the end thereof:
(iv) The transactions contemplated by the
Reorganization.
Notwithstanding the foregoing, the Parent may not
merge or consolidate or be merged or consolidated
with or into any other Person without the prior
written consent of the Administrative Agent.
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f. Section 4.20(h) of the Loan Agreement is
hereby amended by adding the words ", the
Reorganization" after the words "a Permitted
Acquisition."
g. Section 4.21(f) of the Loan Agreement is
hereby amended and restated in its entirety
to read as follows:
(f) Intercompany loans and advances (i) existing on
the date hereof and described on EXHIBIT 4.21(F)
hereof, (ii) hereafter made amongst any Loan Parties
within the same Division, (iii) hereafter made by any
Borrower to any other Borrower, (iv) hereafter made
by any Loan Party to any of its wholly owned
Subsidiaries which are also Loan Parties; and (v)
hereafter made to the Parent by any other Loan Party
to the extent any of the same constitutes Permitted
Indebtedness under clause (n) of the definition of
Permitted Indebtedness or to any Loan Party by the
Parent, provided that (x) such Intercompany Loans
shall be evidenced by such documentation as the
Collateral Agents may require, and (y) after the
occurrence of a Cash Control Event, no such
intercompany loans may be made under clause (iii)
hereof unless there is no VC Availability, DSW
Availability, or Filene's Availability, as
applicable, immediately prior to the making of such
loan to the Division to whom such loan is being made.
h. Section 4.29 of the Loan Agreement is hereby
amended by replacing the word "Borrowers"
with "Loan Parties" in Subsection
4.29(a)(ii)(B)(II) and Subsection 4.29(b).
i. Article 4 of the Loan Agreement is hereby
amended by the addition of the following
Section 4.32 at the end thereof:
4.32 PARENT'S LINE OF BUSINESS. The
Parent shall not engage in any
business, and shall not own any
property or assets, other than
acquiring and owning (a) the
capital stock of any other Loan
Party or the Unrestricted
Subsidiaries, and (b) any
investments permitted to be made by
the Parent hereunder, and (c)
otherwise incidental to the
operation of the business of a
holding company.
5. Amendments to Article 6 of Loan Agreement. The provisions of
Section 6.1(a)(v) are hereby deleted in their entirety and the
following substituted in their stead:
(v) Sales other than in connection with Permitted
Dispositions.
6. Amendments to Article 10 of Loan Agreement. The provisions of
Section 10.3 of the Loan Agreement are hereby amended by
adding "Section 4.32: Parent's Line of Business" thereto.
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7. Amendments to Exhibits to Loan Agreement. The Exhibits to the
Loan Agreement are revised as follows:
a. Exhibit 1.2 [Facility Guarantors] is hereby deleted
in its entirety.
b. Exhibit 1.5 [Unrestricted Subsidiaries] is hereby
amended and restated in its entirety in the form of
Exhibit 1.5 attached hereto and incorporated by
reference herein.
c. Exhibit 4.2 [Corporate Information] is hereby amended
and restated in its entirety in the form of Exhibit
4.2 attached hereto and incorporated by reference
herein.
d. Exhibit 4.3 [Trade Names] is hereby amended and
restated in its entirety in the form of Exhibit 4.3
attached hereto and incorporated by reference herein.
8. Representations and Warranties. The Loan Parties hereby
restate all representations, warranties, and covenants set
forth in the Loan Agreement as of the date hereof. To the
extent that any changes in any representations, warranties,
and covenants require any amendments to the Exhibits to the
Loan Agreement, such Exhibits are amended and restated, as
evidenced by any replacement Exhibits annexed to this First
Amendment.
9. Conditions Precedent to Effectiveness. This First Amendment
shall not be effective until each of the following conditions
precedent have been fulfilled to the satisfaction of the
Administrative Agent:
a. This First Amendment shall have been duly executed
and delivered by the Majority Lenders and the other
parties hereto, and shall be in full force and effect
and shall be in form and substance satisfactory to
the Administrative Agent and the Majority Lenders.
b. All action on the part of the Loan Parties necessary
for the valid execution, delivery and performance by
the Loan Parties of this First Amendment and all
other documentation, instruments, and agreements to
be executed in connection herewith shall have been
duly and effectively taken and evidence thereof
satisfactory to the Administrative Agent shall have
been provided to the Administrative Agent.
c. The Parent and each other Loan Party (to the extent
requested by the Administrative Agent) shall each
have delivered the following to the Administrative
Agent, in form and substance satisfactory to the
Administrative Agent:
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i. Certificate of Good Standing issued by the
Secretary of the State of its incorporation
or organization.
ii. Certificate of the Parent's and such Loan
Party's Secretary of the due adoption,
continued effectiveness, and setting forth
the text of each corporate resolution
adopted in connection with the loan
arrangement, as modified by the First
Amendment and the Reorganization and
attesting to the true signatures of each
Person authorized as a signatory to any of
the Loan Documents.
iii. Execution and delivery by each Loan Party,
other than the Parent (to the extent
requested by the Administrative Agent) of
the following Loan Documents:
(1) Such Intercompany Notes as the
Administrative Agent may reasonably
require;
(2) Joinder to Indemnity, Subrogation
and Contribution Agreement;
(3) First Amendment to Stock Pledge
Agreement;
(4) Joinder to Trademark Security
Agreement
(5) Joinder to Copyright Security
Agreement
(6) Joinder to Patent Security
Agreement
(7) Such Collection Account Agreements,
Credit Card Agreements, and DDA
Notifications as the Collateral
Agents may reasonably require.
(8) UCC financing statements.
(9) Joinder to Intercreditor Agreement.
(10) Joinder to Fee Letter.
(11) Such other documents and agreements
as the Agents may reasonably
require.
iv. Execution and delivery by the Parent of the
following Loan Documents:
(1) Joinder to Facility Guaranty
(2) Stock Pledge Agreement
(3) Joinder to Facility Guarantors
Security Agreement
v. Execution and delivery by the Borrowers of
the following Loan Documents:
(1) Amended and Restated Swingline
Note.
(2) Amended and Restated Revolving
Credit Notes.
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vi. Opinion of counsel to the Parent and the
other Loan Parties.
a. Execution and delivery of all documents, instruments
and agreements in connection with the Term Loans,
including, without limitation, an Amendment to
Intercreditor Agreement, as may be deemed necessary
by the Administrative Agent in connection with the
matters contemplated by this First Amendment.
b. The Reorganization shall be finalized to the
satisfaction of the Administrative Agent.
c. All fees due under the Loan Agreement, including,
without limitation, those due under a certain
Amendment Fee Letter of even date herewith, and all
costs and expenses incurred by the Agent and the
Co-Lead Arrangers in connection with the preparation
and negotiation of this First Amendment and related
documents (including the fees and expenses of counsel
to the Agent and the Co-Lead Arrangers) shall have
been paid in full.
d. No Default or Event of Default shall be then
occurring.
e. The Loan Parties shall have executed and delivered to
the Administrative Agent such other documents,
instruments, and agreements as may be required by the
Administrative Agent.
10. Consent to Reorganization. Upon satisfaction of all conditions
precedent to the effectiveness of this First Amendment,
consent to the Reorganization shall be deemed to have been
given by the Revolving Credit Lenders.
11. Miscellaneous.
a. This First Amendment may be executed in several
counterparts and by each party on a separate
counterpart, each of which when so executed and
delivered shall be an original, and all of which
together shall constitute one instrument. a.
b. This First Amendment expresses the entire
understanding of the parties with respect to the
transactions contemplated hereby. No prior
negotiations or discussions shall limit, modify, or
otherwise affect the provisions hereof.
c. Any determination that any provision of this First
Amendment or any application hereof is invalid,
illegal or unenforceable in any respect and in any
instance shall not effect the validity, legality, or
enforceability of such
11
provision in any other instance, or the validity,
legality or enforceability of any other provisions of
this First Amendment.
d. The Loan Parties shall pay on demand all costs and
expenses of the Agents, including, without
limitation, reasonable attorneys' fees in connection
with the preparation, negotiation, execution and
delivery of this First Amendment.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have duly executed this First Amendment
as of the day and year first above written.
PARENT: RETAIL VENTURES, INC.
By: /s/ Xxxxx X. XxXxxxx
------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
BORROWERS: VALUE CITY DEPARTMENT STORES, INC.
By: : /s/ Xxxxx X. XxXxxxx
----------------------------------
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
SHONAC CORPORATION
By: /s/ Xxxxx X. XxXxxxx
------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
DSW SHOE WAREHOUSE, INC.
By: /s/ Xxxxx X. XxXxxxx
------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
GRAMEX RETAIL STORES, INC.
By: /s/ Xxxxx X. XxXxxxx
------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
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FILENE'S BASEMENT, INC.
By: /s/ Xxxxx X. XxXxxxx
------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
VALUE CITY LIMITED PARTNERSHIP
By: Westerville Road GP, Inc., its Gene
By: /s/ Xxxxx X. XxXxxxx
------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
VALUE CITY OF MICHIGAN, INC.
By: /s/ Xxxxx X. XxXxxxx
------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
GB RETAILERS, INC.
By: /s/ Xxxxx X. XxXxxxx
------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
RETAIL VENTURES JEWELRY, INC.
By: /s/ Xxxxx X. XxXxxxx
------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
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NATIONAL CITY COMMERCIAL FINANCE,
INC. (ADMINISTRATIVE AGENT, COLLATERAL
AGENT AND REVOLVING CREDIT LENDER)
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
NATIONAL CITY BANK
(ISSUER)
By: /s/ Xxxxx Xxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
FLEET RETAIL FINANCE INC.
(COLLATERAL AGENT AND REVOLVING CREDIT
LENDER)
By: /s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: Managing Director
XXXXX FARGO RETAIL FINANCE LLC
By: /s/ Xxxxxxx X. X'Xxxxxx
----------------------------------
Name: Xxxxxxx X. X'Xxxxxx
Title: Senior Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxx Xxxxxxx
----------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
AMSOUTH BANK
By: /s/ Xxxxxxxx X. X'Xxxxxx
--------------------------------
Name: Xxxxxxxx X. X'Xxxxxx
Title: Attorney-In-Fact
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Duly Authorized Signatory
HSBC BUSINESS CREDIT (USA), INC.
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
WHITEHALL BUSINESS CREDIT CORPORATION
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Commercial Banking Officer
PNC BANK, National Association
By: /s/ Xxxxxxx X. Xxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: Vice President
THE PROVIDENT BANK
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
SIEMENS FINANCIAL SERVICES, INC.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
