Term Loan Agreement(SOFR)
Execution version
| (SOFR) |
THIS TERM LOAN AGREEMENT (including all riders, annexes, exhibits and schedules hereto, this “Agreement”) is entered into as of October 19, 2023 (the “Closing Date”), by and between H HALSTON IP, LLC, a Delaware limited liability company (“Borrower”), and ISRAEL DISCOUNT BANK OF NEW YORK (“Bank”).
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
DEFINITIONS
“Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to vote for the election of directors or managers or the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise.
“Assignment Agreement” means the Assignment Agreement, in form and substance reasonably satisfactory to Bank, between Holdco and Borrower, pursuant to which Holdco shall have assigned to Borrower all of its right, title and interest in the Trademarks.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.5.
“Bank” has the meaning set forth in the preamble to this Agreement.
“Bank Expenses” has the meaning set forth in Section 8.3.
“Bank Product Obligations” means, collectively, all obligations and other liabilities of Borrower to Bank arising with respect to Bank Products, including, without limitation, Hedging Obligations.
“Bank Products” means any of the following services provided to Borrower by Bank: (a) any treasury or other cash management services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer, depository (including cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting, payables outsourcing, payroll processing, trade finance services, investment accounts and securities accounts, (b) card services, including credit cards (including purchasing cards and commercial cards), prepaid cards, including payroll, stored value and gift cards, merchant services processing, and debit card services, and (c) Hedging Transactions.
“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.5(a).
“Benchmark Replacement” means with respect to any Benchmark Transition Event, any alternative set forth below and in such order of priority as Bank shall determine in its sole and absolute discretion:
provided, that in the event the Term Loan is hedged pursuant to one or more swap agreements (the “Hedged Exposure”), then the Benchmark Replacement for such Hedged Exposure shall have the meaning in effect from time to time ascribed to the “Floating Rate Option” under the relevant Confirmation(s) (as each such terms are defined in the related swap agreement).
“Benchmark Transition Event” means, with respect to the then-current Benchmark, the occurrence of a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof), by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component thereof), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component thereof) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component thereof), announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (b) all Available Tenors
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of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative of the underlying market and economic reality that such Benchmark (or such component thereof) is intended to measure and that representativeness will not be restored.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Borrower” has the meaning set forth in the preamble to this Agreement.
“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in New York, New York under the rules and regulations of the Federal Reserve System.
“Change in Control” means the occurrence of any transaction by which the holders of the Equity Interests of Borrower as of the Closing Date shall cease to own, free and clear of all Liens or other encumbrances, at least a majority of the outstanding voting equity interests of Borrower on a fully diluted basis.
“Closing Date” has the meaning set forth in the preamble to this Agreement.
“Code” means the New York Uniform Commercial Code, as in effect from time to time, provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Code” shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. To the extent that defined terms set forth in this Agreement have different meanings under different Articles under the Uniform Commercial Code, the meaning assigned to such defined term under Article 9 of the Uniform Commercial Code will control.
“Collateral” means all real and personal property in which Bank has been granted a security interest or Lien pursuant to the Security Agreement or any other Loan Document, together with any products and proceeds of the foregoing, including, without limitation, the “Collateral” as defined in the Security Agreement.
“Compliance Certificate” means a certificate substantially in the form of Exhibit 5.1(c) hereto, with appropriate insertions, to be submitted to Bank by Borrower pursuant to this Agreement and by a Responsible Officer of Borrower.
“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.3(b) and other technical, administrative or operational matters) that Bank decides may be appropriate to reflect
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the adoption and implementation of any such rate or to permit the use and administration thereof by Bank in a manner substantially consistent with market practice (or, if Bank decides that adoption of any portion of such market practice is not administratively feasible or if Bank determines that no market practice for the administration of any such rate exists, in such other manner of administration as Bank decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by Bank in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for bilateral business loans; provided that if Bank decides that any such convention is not administratively feasible for Bank, then Bank may establish another convention in its reasonable discretion.
“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.
“Default” means an event, condition or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.
“Default Rate” means a rate equal to five percent (5%) per annum.
“Dollar(s)” and the sign “$” shall mean lawful money of the United States.
“EBITDA” means earnings before interest, taxes, depreciation and amortization.
“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
“Event of Default” has the meaning set forth in Section 7.1.
“Excluded Taxes” means any of the following taxes imposed on or with respect to Bank or required to be withheld or deducted from a payment to Bank: (a) taxes imposed on or measured by net income (however denominated) and taxes in lieu thereof, in each case, (i) imposed as a result of Bank being organized under the laws of, or having its principal office or, its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof) or (ii) that are imposed as a result of a present or former connection between Bank and the jurisdiction imposing such tax (other than connections arising from Bank having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced the Loan Documents, or sold or assigned an interest in the Term Loan or the Loan Documents), (b) withholding taxes imposed on amounts payable to or for the account of Bank with respect to an applicable interest in the Term Loan pursuant to a law in effect on the date on which (i) Bank acquires such interest in the Term Loan or (ii) Bank changes its lending office, (c) taxes attributable to Bank’s failure to comply with any documentation requirement necessary to reduce or avoid taxes, which documentation the Bank is reasonably able to provide, and (d) any taxes imposed under the United States Foreign Account Tax Compliance Act.
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“Existing Liens” shall mean, collectively, the Liens described in Section 6 of the Information Certificate.
“Expiration Date” has the meaning set forth in Section 2.4(c).
“FCPA” has the meaning set forth in Section 3.11(b).
“Fixed Charge Coverage Ratio” means, with respect to any fiscal period of Borrower, the ratio of (a) the sum of (i) Net Income for such period, plus (ii) depreciation expenses for such period, plus (iii) amortization expenses for such period, plus (iv) interest expense for such period, plus (v) tax expense for such period, minus (vi) dividends and distributions made during such period, minus (vii) taxes paid in cash during such period, to (b) the sum of (i) the aggregate amount of all principal payments on the Term Loan scheduled to be made during such period, plus (ii) interest paid in cash during such period on account of the Term Loan.
“GAAP” means United States generally accepted accounting principles, consistently applied.
“Guaranteed Minimum Royalties” has the meaning set forth in the License Agreement.
“Guarantee” means any Guaranty Agreement in favor of Bank executed and delivered by one or more Guarantors.
“Guaranteed Minimum Royalty Ratio” means, with respect to any fiscal period of Borrower, the ratio of (a) the sum of Guaranteed Minimum Royalties for such period, to (b) the sum of (i) the aggregate amount of all principal payments on the Term Loan scheduled to be made during such period, plus (ii) interest paid in cash during such period on account of the Term Loan.
“Guarantor” means any Person that has guaranteed all or any part of the Obligations, including pursuant to the Guarantee.
“Hedging Obligations” of any Person shall mean any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and (iii) any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transaction.
“Hedging Transaction” of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any
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International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
“Holdco” means H Licensing, LLC, a Delaware limited liability company.
“Indebtedness” means the following, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several: (i) all obligations for borrowed money; (ii) all obligations in respect of surety bonds and letters of credit; (iii) all obligations evidenced by notes, bonds, debentures or other similar instruments, (iv) all capital lease obligations; (v) all obligations or liabilities of others secured by a Lien on any asset of Borrower, whether or not such obligation or liability is assumed; (vi) all obligations to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices); and (vii) all guaranties of the obligations of another Person.
“Indemnified Parties” and “Indemnified Party” have the meanings assigned to such terms in Section 8.6.
“Information Certificate” means any Information Certificate executed and delivered to Bank by Borrower in connection with this Agreement or the Security Agreement, the form of which is attached to the Security Agreement, as such certificate may be amended, restated, supplemented or otherwise modified from time to time.
“Insolvency Proceeding” means any proceeding commenced by or against any Person under any Debtor Relief Law.
“Intellectual Property” means any and all intellectual property, including copyrights, copyright licenses, patents, patent licenses, trademarks (including the Trademarks), trademark licenses, technology, know-how and processes, all rights therein, and all rights to sue at law or in equity for any past, present, or future infringement, violation, misuse, misappropriation or other impairment thereof, whether arising under US, multinational or foreign laws or otherwise, including the right to receive injunctive relief and all proceeds and damages therefrom.
“Interest” means the annual rate of interest payable on the Term Loan in accordance with Section 2.2(a).
“Interest Period” means, initially, the period commencing on the date the Term Loan is borrowed and ending on the last day of the calendar month in which the Term Loan is borrowed and, thereafter, the period commencing on the first day of each calendar month and ending on the last day of such calendar month; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall end on the next preceding Business Day, (ii) no Interest Period shall extend beyond the Maturity Date and (iii) no tenor that has been removed from this definition pursuant to Section 2.5 shall be available.
“Late Charge” has the meaning given to such term in Section 2.2(e).
“License Agreement” means the 2023 Halston-GIII License Agreement, dated May 15, 2023, between Borrower and Licensee, as amended to and in effect on the date hereof.
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“Licensee” means, individually and collectively, G-III Leather Fashions, Inc. and G-III Apparel Canada, ULC.
“Lien” means, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or its income, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the above, and the filing of any financing statement or similar instrument under the Code or comparable law of any jurisdiction.
“Loan Account” has the meaning set forth in Section 2.1(b).
“Loan Documents” means this Agreement, the Note, the Security Agreement, the Payment Direction Notice, the Pledge Agreement, the Negative Pledge Agreement, each Guarantee (if any), each Information Certificate, each rider, each schedule, each exhibit, and each contract, instrument, agreement and other document that (a) are required by this Agreement, (b) are at any time entered into or delivered to Bank in connection with this Agreement or the Term Loan or (c) otherwise creates, evidences or secures any of the Obligations.
“Margin” means four hundred twenty-five basis points (4.25%).
“Material Adverse Change” means (a) any event or condition that Bank in good faith believes impairs, or is likely to impair, the prospect of payment or performance by Borrower of any of the Obligations, or any Guarantor (if any) of its obligations, (b) a material adverse change in the business, operations, results of operations, assets, liabilities or condition (financial or otherwise) of Borrower or any Guarantor (if any), (c) a material impairment of Bank’s ability to enforce the Obligations, or (d) a material impairment of the enforceability or priority of Bank’s Liens with respect to any of the Collateral; provided that the existence of Permitted Liens shall not be a material impairment under this clause (d).
“Maturity Date” means October 19, 2028.
“Negative Pledge Agreement” means the Negative Pledge Agreement, dated as of the date hereof, made by Borrower in favor of Bank, with respect to Borrower’s Intellectual Property.
“Net Income” means the net income of Borrower, determined in accordance with GAAP; provided, that revenue derived from the $5,000,000 upfront payment by Licensee pursuant to the License Agreement shall be excluded from the calculation of Net Income.
“Note” means that certain Term Loan Promissory Note issued by Borrower in favor of Bank dated the date of this Agreement.
“Notice Threshold Amount” means $250,000.00.
“Obligations” means (a) all loans (including the Term Loan), debts, principal, interest (including any interest that accrues after the beginning of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and any other reimbursement or indemnification obligations with respect to letters of credit issued by Bank for the account of Borrower (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the Loan Account), obligations (including indemnification obligations), fees, Bank Expenses (including any fees or
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expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, and all covenants and duties of any other kind and description owing by Borrower under or evidenced by this Agreement or any of the other Loan Documents, and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, liquidated or unliquidated, determined or undetermined, voluntary or involuntary, due, not due or to become due, sole, joint, several or joint and several, incurred in the past or now existing or hereafter arising, under any Loan Document, and including all interest not paid when due, and all other expenses or other amounts that Borrower is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents; and (b) all Bank Product Obligations, together with all renewals, extensions, modifications or refinancings of any of the foregoing. Any reference in this Agreement or in the Loan Documents to the Obligations will include all or any portion of the Obligations and any extensions, modifications, renewals, or alterations of the Obligations, both prior and subsequent to any Insolvency Proceeding.
“OFAC” has the meaning set forth in Section 3.11(a).
“Parent” means Xcel Brands, Inc., a Delaware corporation.
“Patriot Act” means Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA Patriot Act of 2001).
“Payment Direction Notice” means the Payment Direction Notice, dated as of the date hereof, from Borrower and Bank to Licensee.
“Permitted Indebtedness” means Indebtedness which is subordinated to Obligations upon terms satisfactory to Bank in its sole discretion as long as no Default or Event Default has then occurred and is continuing or would result from the incurrence of such Indebtedness.
“Permitted Investments” means investments in deposit accounts maintained with Bank or otherwise permitted hereunder in the ordinary course of business.
“Permitted Lien” means (a) Liens for unpaid taxes, assessments, or other governmental charges or levies that are not yet delinquent; (b) the interests of lessors under operating leases and non-exclusive licensors under license agreements; (c) purchase-money Liens or the interests of lessors under capital leases to the extent that such Liens or interests secure Permitted Indebtedness consisting of purchase-money Indebtedness and so long as (i) such Lien attaches only to the asset purchased or acquired and the cash proceeds, (ii) such Lien only secures the purchase-money Indebtedness that was incurred to acquire the asset purchased or acquired; (d) Existing Liens; and (e) other Liens which are subordinated to the Liens of Bank upon terms satisfactory to Bank in its sole discretion as long as no Default or Event Default has then occurred and is continuing or would result from the subordination of such Liens.
“Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and their political subdivisions.
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“Pledge Agreement” means the Membership Interest Pledge Agreement, dated as of the date hereof, made by Parent and Holdco in favor of Bank with respect to the Equity Interests of Borrower and Holdco.
“Prime Rate” means at any time, the rate of interest most recently announced by Bank at its principal office as its “prime rate,” whether or not such announced rate is the lowest rate available from Bank. Each change in the rate of interest based on the Prime Rate will become effective on the date each Prime Rate change is announced by Bank.
“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.
“Responsible Officer” means, any of the president, the chief executive officer, the chief operating officer, the chief financial officer, the treasurer or a vice president of Borrower or such other representative of Borrower as may be designated in writing by any one of the foregoing and acceptable to Bank in its sole discretion.
“Sanctions” has the meaning set forth in Section 3.11(a).
“Security Agreement” means, collectively, that certain Security Agreement, dated as of the date hereof, made by Borrower in favor of Bank, and any other security agreements executed from time to time by Xxxxxxxx in favor of Bank.
“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“Subsidiary” of a Person means a corporation, partnership, limited liability company or other entity in which that Person directly or indirectly owns or controls the Equity Interests having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of Borrower.
“Taxes” has the meaning set forth in Section 8.4.
“Term Loan” means the term loan made by Bank to Borrower on the Closing Date pursuant to Section 2.1 in the original principal amount of Five Million Dollars ($5,000,000).
“Term SOFR” means the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for
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such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day.
“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Bank in its reasonable discretion).
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“Trademarks” has the meaning set forth in the License Agreement and shall include, without limitation, “Halston”, “H Halston”, “Halston Studio” and all derivatives and variations whether currently existing or hereafter developed.
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
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CREDIT TERMS
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Bank is hereby authorized to debit Borrower’s deposit and/or operating account at Bank for payment of the foregoing fees.
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REPRESENTATIONS AND WARRANTIES
Xxxxxxxx makes the following representations and warranties to Bank as of the date hereof, each of which representations and warranties will survive the execution of this Agreement and will continue in full force and effect until the full and final payment, and satisfaction and discharge of all Obligations:
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CONDITIONS
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Borrower covenants that so long as this Agreement is in effect or any Obligations remain outstanding, Borrower shall:
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Fiscal Year | Guaranteed Minimum Royalty Ratio |
2023 | 1.15 to 1.0 |
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2024 | 1.15 to 1.0 |
2025 | 1.20 to 1.0 |
2026 and thereafter | 1.25 to 1.0 |
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Borrower covenants that so long as this Agreement is in effect or any Obligations remain outstanding, Borrower shall not:
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EVENTS OF DEFAULT
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All rights, powers and remedies of Bank may be exercised at any time by Bank and from time to time after the occurrence and during the continuation of an Event of Default, and the same are cumulative and not exclusive, and will be in addition to any other rights, powers or remedies provided by law or equity.
MISCELLANEOUS
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[Remainder of page intentionally blank; signature page follows.]
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The parties have caused this Agreement to be executed as of the date first set forth above.
H HALSTON IP, LLC
By: _/s/ Xxxxxx X’Xxxxx______________
Name: Xxxxxx X’Xxxxx
Title: Chief Executive Officer
Address:
0000 Xxxxxxxx, 00xx Xxxxx
New York, New York 10018
Attention: Xxxxxx X’Xxxxx
Email: xxxxxxx@xxxxxxxxxx.xxx
ISRAEL DISCOUNT BANK OF NEW YORK
By: _/s/ Xxxxxxxx Xxxxxxx ________________
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President
By: _/s/ Ender Cetin_____________________
Name: Ender Cetin
Title: Senior Vice President
Address:
0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx
New York, New York 10036
Attention: Xxxxxxxx Xxxxxxx
Email: xxxxxxxx@xxxxx.xxx
Term Loan Agreement Signature PAge
EXHIBIT 5.1(c)
Form of Compliance Certificate
Attached.
SCHEDULE 5.13
Account Information
ISRAEL DISCOUNT BANK (IDBBANK)
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
ABA #: 000000000
A/C Name: IDB BANK FBO H HALSTON IP LLC
A/C #: <REDACATED>
Ref: H Halston IP LLC