THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIRD
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third
Amendment”)
is
executed as of the 25th day of January, 2006, by and among
XXXXXXX’X,
INC., a corporation organized under the laws of the State of Delaware having
a
place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000, as Lead Borrower for the Borrowers,
being
said
XXXXXXX’X, INC.,
DILLARD
TEXAS OPERATING LIMITED PARTNERSHIP, a limited partnership organized under
the
laws of the State of Texas having a place of business at 0000 Xxxxx Xxxxx
Xxxxxx, Xxxx Xxxxx, Xxxxx 00000;
THE
XXXXXX DRY GOODS COMPANY, a corporation organized under the laws of the State
of
Colorado having a place of business at Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000;
DILLARD
TENNESSEE OPERATING LIMITED PARTNERSHIP, a limited partnership organized under
the laws of the State of Tennessee having a place of business at
0000 Xxxxxxx 00 X., Xxxxxxxxx,
Xxxxxxxxx 00000;
X.X.
XXXXXX & COMPANY, INCORPORATED, a corporation organized under the laws of
the State of Delaware having a place of business at 0000 Xxxxxxxx Xxxx,
Xxxxxx Xxxx, Xxxxxxxx 00000;
X.X.
XXXX
& COMPANY, a corporation organized under the laws of the State of North
Carolina having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000;
THE
XXXXXXX-XXXXX DRY GOODS, CO., a corporation organized under the laws of the
State of Tennessee having a place of business at 0000 X. Xxxxxxx,
Xxxxxxxxx, Xxxxxxxxx 00000;
DILLARD
STORE SERVICES, INC., a corporation organized under the laws of the State of
Arizona having a place of business at 0000 X. 00xx Xxxxxx,
Xxxxx X, Xxxxx, Xxxxxxx 00000;
THE
XXXXXX COMPANY, a corporation organized under the laws of the State of Delaware
having a place of business at 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxx 00000;
THE
XXXXXXX COMPANY, a corporation organized under the laws of the State of Kentucky
having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000;
1
GAYFER’S
XXXXXXXXXX FAIR CO., a corporation organized under the laws of the State of
Delaware having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000;
THE
LION
DRY GOODS COMPANY, a corporation organized under the laws of the State of Ohio
having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000;
X.
XXXXX
& SONS, a corporation organized under the laws of the State of Kentucky
having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000;
MERCANTILE
STORES COMPANY, INC., a corporation organized under the laws of the State of
Delaware having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000;
DILLARD’S
WYOMING, INC., a corporation organized under the laws of the State of Wyoming
having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000;
CONSTRUCTION
DEVELOPERS, INCORPORATED, a corporation organized under the laws of the State
of
Arkansas having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000;
DILLARD
INTERNATIONAL, INC., a corporation organized under the laws of the State of
Nevada having a place of business at 0000 Xxx Xxxxx Xxxx. X., Xxx Xxxx,
Xxxxxx 00000;
CONDEV
NEVADA, INC., a corporation organized under the laws of the State of Nevada
having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000;
MERCANTILE
KANSAS CITY, INC., a corporation organized under the laws of the State of
Delaware having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000;
XXXXXXXX
COMPANY, a corporation organized under the laws of the State of Montana having
a
place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000;
X.X.
XXXXX & COMPANY, a corporation organized under the laws of the State of
South Carolina having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx
Xxxx, Xxxxxxxx 00000;
U.S.
ALPHA, INC., a corporation organized under the laws of the State of Nevada
having a place of business at 0000 X. Xxxxx, Xxxxxx, Xxxx 00000;
2
DILLARD’S
DOLLARS, INC., a corporation organized under the laws of the State of Arkansas
having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000;
MERCANTILE
OPERATIONS, INC., a corporation organized under the laws of the State of
Delaware having a place of business at 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000; and
the
financial institutions and other entities identified on the signature pages
to
this Third Amendment as a “Lender” (collectively, the “Lenders”
and
each individually, a “Lender”);
and
JPMORGAN
CHASE BANK, N.A., as the Agent for the Lenders, a national banking association,
formerly known as JPMorgan Chase Bank, having a place of business at
0000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxx,
Xxxxx 00000;
in
consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
RECITALS:
A. The
Borrowers and the Lenders are parties to that certain Amended and Restated
Credit Agreement dated as of December 12, 2003 (as amended by that certain
First Amendment to Amended and Restated Credit Agreement dated as of
May 10, 2004 by and among the Borrowers, the Lenders and the Agent and that
certain Second Amendment to Amended and Restated Credit Agreement dated as
of
June 3, 2005 by and among the Borrowers, the Lenders and the Agent, and as
further amended from time to time, the “Credit
Agreement”;
unless
otherwise defined herein, all capitalized terms used herein which are defined
in
the Credit Agreement shall have the meaning given such terms in the Credit
Agreement, including, to the extent applicable, after giving effect to this
Third Amendment),
pursuant to which the Lenders provide certain financing to the Borrowers in
accordance with the terms and conditions set forth therein.
B. On
or
about January 28, 2006, the Subsidiary Borrowers that are subsidiaries of the
Subsidiary Borrower Mercantile Stores Company, Inc., a Delaware corporation
(“MSC”),
will,
pursuant to a plan of liquidation, merge into MSC and, immediately thereafter,
MSC will merge into the Subsidiary Borrower Mercantile Operations, Inc., a
Delaware corporation.
C. In
connection with such restructuring transactions, the Borrowers have requested
that the Lenders amend certain terms of the Credit Agreement.
D. Subject
to the terms and conditions set forth herein, the Lenders have agreed to the
Borrowers’ request.
AGREEMENTS:
In
consideration of the mutual covenants and agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties hereto hereby agree as
follows:
3
SECTION
1. Xxxxxxxxxx.Xx
reliance on the representations, warranties, covenants and agreements contained
in this Third Amendment, but subject to the satisfaction of each condition
precedent contained in Section 2
hereof,
the Credit Agreement shall be amended effective as of the date hereof in the
manner provided in this Section 1.
1.1 Amendment
to Section 2.06.
Clause
(c) of Section 2.06 of the Credit Agreement
shall be
amended and restated in its entirety to read in full as follows:
(c) Each
Commercial Letter of Credit shall expire at or prior to the close of business
on
the earlier of (i) the date 180 days after the date of the issuance of such
Commercial Letter of Credit and (ii) the date that is five Business Days
prior to the Maturity Date.
1.2 Amendment
to Section 6.01.
Clause
(v) of Section 6.01 of the Credit Agreement
shall be
amended and restated in its entirety to read in full as follows:
(v) Indebtedness
incurred to finance, refinance or otherwise monetize the value of any Real
Estate owned by any Subsidiary Borrower;
1.3 Amendment
to Section 6.02.
Clause
(v) of Section 6.02(a) of the Credit Agreement
shall be
amended and restated in its entirety to read in full as follows:
(v) Liens
to
secure Indebtedness permitted by clause (v) of Section 6.01; provided that
such
Liens shall not apply to any property or assets of the Subsidiary Borrowers
other than the Real Estate so financed, refinanced or otherwise monetized or
which is the subject of a sale-leaseback transaction;
1.4 Amendments
to Section 6.03.
Clause
(a) of Section 6.03 of the Credit Agreement shall be amended and restated in
its
entirety to read as follows:
(a) The
Borrowers and their
respective Subsidiaries will not merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
liquidate or dissolve, except that, if at the time thereof and immediately
after
giving effect thereto, no Default shall have occurred and be
continuing:
(i) any
Subsidiary may merge, consolidate with, or liquidate or dissolve into a Borrower
in a transaction in which a Borrower is the surviving corporation, provided,
that, no Subsidiary Borrower shall be permitted to merge, consolidate with,
liquidate or dissolve into the Lead Borrower;
(ii)
the
Lead Borrower may merge with or consolidate with any other Person (other than
a
Subsidiary Borrower) as long as the Lead Borrower is the surviving corporation;
and
(iii) any
Subsidiary that is not a Borrower may merge, consolidate with, liquidate or
dissolve into any other Subsidiary that is not a Borrower, provided that any
such merger, consolidation, liquidation or dissolution involving a Person that
is not a wholly owned Subsidiary immediately prior to such merger,
consolidation, liquidation or dissolution shall not be permitted unless also
permitted by Section 6.04.
4
1.5 Amendment
to Section 6.05.
Clause
(a) of Section 6.05 of the Credit Agreement shall be amended to delete the
“and”
at the end of subsection (iv) thereof, to insert the word “and” at the end of
subsection (v) thereof, to add a new subsection (vi) thereto which shall read
in
full as set forth below and to amend and restate the proviso at the end of
such
clause in its entirety to read in full as set forth below:
(vi) the
sale
of all of the capital stock of WMI Acquisition, Inc. (“WMI”)
to a
third party; provided, that (A) no Specified Event of Default has occurred
and
is continuing or would arise therefrom and (B) no Change of Control would result
therefrom;
provided
that all
sales, transfers, leases and other dispositions permitted hereby (other than
sales, transfers and other disposition permitted under clause (ii)) shall be
made at arm’s length and for fair value and solely for cash consideration (other
than (x) sales, transfers and other dispositions permitted under clause (ii)
and
(y) the sale permitted under clause (vi) but only with respect to such
transaction being solely for cash consideration and only to the extent the
portion of the consideration that is non-cash consideration is not greater
than
$3,000,000); and further
provided that
the
authority granted hereunder may be terminated in whole or in part by the Agent
upon the occurrence and during the continuance of any Event of
Default.
1.6 Amendment
to Section 6.06.
Clause
(a) of Section 6.06 of the Credit Agreement shall be amended and restated in
its
entirety to read in full as follows:
(a) The
Borrowers will not declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, except:
(i) the
Borrowers may declare and pay dividends with respect to their capital stock
in
cash or in additional shares of their common stock so long as no Specified
Event
of Default exists or would arise therefrom;
(ii) the
limited liability company interests in XXX LLC, a Delaware limited liability
company, and LIO LLC, a Delaware limited liability company, may be distributed
to the Subsidiary Borrower Mercantile Stores Company, Inc., a Delaware
corporation (“MSC”),
on or
prior to January 26, 2006;
(iii)
wholly-owned
Subsidiaries of MSC that are Subsidiary Borrowers may adopt a plan of
liquidation and distribute all of their assets to MSC;
5
(iv)
MSC
may
make a one-time cash distribution of $549,450 to WMI in redemption of WMI’s
0.075% interest in MSC’s stock
(v) MSC
may
distribute its remaining assets to the Subsidiary Borrower Mercantile
Operations, Inc., a Delaware corporation (“MOI”),
in
liquidation of MOI’s 99.925% interest in the stock of MSC;
(vi)
MOI
may
redeem MMC Acquisition, Inc.'s 28% interests in the stock of MOI for cash in
the
amount of $1,374,154, for inter-company promissory notes in the amounts of
$103,000,000 and $77,000,000 and for the limited liability company interests
in
XXX LLC, a Delaware limited liability company, LIO LLC, a Delaware limited
liability company, and MERC PROP LLC, a Delaware limited liability company;
provided that the inter-company promissory note in the amount of $103,000,000
shall be distributed to Lead Borrower on or about January 25, 2006;
and
(vii)
the
Lead
Borrower may repurchase equity interests in the Lead Borrower (a “Repurchase”)
as
long as (A) no Default or Event of Default then exists or, after giving effect
to such Repurchase, would arise; and (B) during the ninety (90) day period
prior
(on a pro forma basis) to the date of such Repurchase, and for the ninety (90)
day period following (on a projected basis) the date of such Repurchase, there
shall be average Excess Availability of at least $250,000,000.
SECTION
2. Conditions
Precedent. The
effectiveness of the amendments to the Credit Agreement contained in
Section 1
hereof
is subject to the satisfaction of each of the following conditions
precedent:
2.1 Amendment
Fees and Expenses.
The
Lead Borrower and the other Borrowers shall
have paid (a) all fees owed to the Agent, its Affiliates and any Lenders in
connection with the execution of this Amendment, and (b) all fees and expenses
of the Agent and its Affiliates in connection with the preparation, negotiation
and execution of this Third Amendment, including, without limitation, the
reasonable fees and expenses of Xxxxxx & Xxxxxx L.L.P., counsel to the
Agent.
2.2 Joinder.
The
Borrowers have executed and delivered, or cause to be executed and delivered,
to
the Agent, or shall contemporaneously herewith execute and deliver to the Agent,
all documents required to cause the addition of MOI, as a Subsidiary Borrower
and MOI shall have become a Subsidiary Borrower.
2.3 Documentation.
The
Agent shall have received such other documents and instruments as it or any
Lender may reasonably request, all in form and substance reasonably satisfactory
to the Agent and its counsel.
2.4 No Defaults.
No
Default or Event of Default shall exist after giving effect to this Third
Amendment.
6
SECTION
3. Representations
and Warranties.
In
order
to induce the Agent and each Lender to enter into this Third Amendment, the
Borrowers hereby jointly and severally represent and warrant to the Agent and
each Lender that:
3.1 Accuracy of
Representations and Warranties.
Each of
the representations and warranties of each Borrower contained in the Loan
Documents is true and correct in all material respects as of the date hereof
(except to the extent that such representations and warranties are expressly
made as of a particular date, in which event such representations and warranties
were true and correct as of such date).
3.2 Due
Authorization, No Conflicts.
The
execution, delivery and performance by the Borrowers of this Third Amendment,
and all other documents, instruments or agreements executed by any of the
Borrowers in connection with this Third Amendment, are within the Borrowers’
corporate or limited partnership powers, as applicable, have been duly
authorized by all necessary corporate or limited partnership action, require
no
action by or in respect of, or filing with, any governmental body, agency or
official and do not violate or constitute a default under any provision of
applicable law or any material agreement binding upon the Borrowers or their
Subsidiaries, or result in the creation or imposition of any Lien upon any
of
the assets of the Borrowers or their Subsidiaries.
3.3 Validity
and Binding Effect.
This
Third Amendment and all other documents, instruments or agreements executed
by
any of the Borrowers in connection with this Third Amendment constitute the
valid and binding obligations of the applicable Borrowers enforceable in
accordance with their respective terms, except as the enforceability thereof
may
be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights
generally, and the availability of equitable remedies may be limited by
equitable principles of general application.
3.4 Absence
of Defaults.
Neither
a Default nor an Event of Default has occurred which is continuing after giving
effect to this Third Amendment.
SECTION
4. Miscellaneous.
4.1 Reaffirmation
of Loan Documents; Extension of Liens.
Any and
all of the terms and provisions of the Credit Agreement and the other Loan
Documents shall, except as amended and modified hereby, remain in full force
and
effect. Each Borrower hereby extends each Lien granted by such Borrower to
secure the Obligations until the Obligations have been paid in full, and agree
that the amendments herein contained shall in no manner affect or impair the
Obligations or the Liens securing payment and performance thereof, all of which
are ratified and confirmed.
4.2 Parties
in Interest.
All of
the terms and provisions of this Third Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and
assigns.
4.3 Loan
Document.
This
Third Amendment is a Loan Document for all purposes of the Credit Agreement
and
the other Loan Documents.
7
4.4 Counterparts,
Effectiveness of Third Amendment.
This
Third Amendment may be executed in counterparts, and all parties need not
execute the same counterpart; however, no party shall be bound by this Third
Amendment until this Third Amendment has been executed by the Agent, each
Borrower and Required Lenders, at which time this Third Amendment shall be
binding on, enforceable against and inure to the benefit of the Borrowers,
the
Agent and all Lenders. Facsimiles shall be effective as originals.
4.5 COMPLETE
AGREEMENT.
THIS
THIRD AMENDMENT,
THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
4.6 Headings.
The
headings, captions and arrangements used in this Third Amendment are, unless
specified otherwise, for convenience only and shall not be deemed to limit,
amplify or modify the terms of this Third Amendment, nor affect the meaning
thereof.
4.7 No
Implied Waivers; Consent.
No
failure or delay on the part of the Lenders or the Agent in exercising, and
no
course of dealing with respect to, any right, power or privilege under this
Third Amendment, the Credit Agreement or any other Loan Document shall operate
as a waiver thereof, nor shall any single or partial exercise of any right,
power or privilege under this Third Amendment, the Credit Agreement or any
other
Loan Document preclude any other or further exercise thereof or the exercise
of
any other right, power or privilege. The Lenders hereby consent to and waive
any
Default or Event of Default resulting from a violation of Sections 6.01, 6.03
or
6.06 of the Credit Agreement which may have resulted from the following actions
occurring prior to the effectiveness of this Third Amendment:
(a) MSC’s
adoption of a plan of complete liquidation whereby it merges into
MOI;
(b) the
distribution of the limited liability company interests in XXX LLC, a Delaware
limited liability company, and LIO LLC, a Delaware limited liability company,
to
MSC on or prior to January 26, 2006;
(c) the
adoption of a plan of liquidation, and distribution of all of their assets,
by
certain wholly-owned Subsidiaries of MSC to MSC;
(d) MSC’s
one
time cash distribution of $549,450 to WMI Acquisition, Inc. (“WMI”)
in
redemption of WMI’s 0.075% interest in MSC’s stock;
(e) MSC’s
distribution of its remaining assets to MOI in liquidation of MOI’s 99.925%
interest in the stock of MSC; and
(f) MOI
may
redeem MMC Acquisition, Inc.'s 28% interests in the stock of MOI for cash in
the
amount of $1,374,154, for inter-company promissory notes in the amounts of
$103,000,000 and $77,000,000 and for the limited liability company interests
in
XXX LLC, a Delaware limited liability company, LIO LLC, a Delaware limited
liability company, and MERC PROP LLC, a Delaware limited liability company;
provided that the inter-company promissory note in the amount of $103,000,000
shall be distributed to Lead Borrower on or about January 25, 2006.
8
4.8 Review
and Construction of Documents.
The
Borrowers hereby acknowledge, and represent and warrant to the Lenders that
(a) the Borrowers have had the opportunity to consult with legal counsel of
their own choice and have been afforded an opportunity to review this Third
Amendment with their legal counsel, (b) the Borrowers have reviewed this
Third Amendment and fully understand the effects thereof and all terms and
provisions contained herein, (c) the Borrowers have executed this Third
Amendment of their own free will and volition, and (d) this Third Amendment
shall be construed as if jointly drafted by the Borrowers and the Lenders.
The
recitals contained in this Third Amendment shall be construed to be part of
the
operative terms and provisions of this Third Amendment.
4.9 Interpretation.
Wherever the context hereof shall so require, the singular shall include the
plural, the masculine gender shall include the feminine gender and the neuter
and vice versa.
4.10
Severability.
In case
any one or more of the provisions contained in this Third Amendment shall for
any reason be held to be invalid, illegal or unenforceable in any respect,
such
invalidity, illegality, or unenforceability shall not affect any other provision
hereof, and this Third Amendment shall be construed as if such invalid, illegal,
or unenforceable provision had never been contained herein.
4.11
Further
Assurances.
The
Borrowers agree to execute, acknowledge, deliver, file and record such further
certificates, instruments and documents, and to do all other acts and things,
as
may be requested by the Lenders or the Agent as necessary or advisable to carry
out the intents and purposes of this Third Amendment.
4.12
Governing
Law.
This
Third Amendment and the rights and obligations of the parties hereunder shall
be
construed in accordance with and be governed by the laws of the State of New
York and, and to the extent controlling, laws of the United States of
America.
[Signature
Page Follows]
9
IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of
the
day and year first above written.
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XXXXXXX’X,
INC.,
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as
the Lead Borrower and a Borrower
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XXXXXXX
TEXAS OPERATING LIMITED PARTNERSHIP,
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By
its General Partner, Xxxxxxx’x, Inc., as Borrower
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THE
XXXXXX DRY GOODS COMPANY,
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as
a Borrower
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DILLARD
TENNESSEE OPERATING LIMITED PARTNERSHIP, as a Borrower
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By
its General Partner, Xxxxxxx’x, Inc.
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X.X.
XXXXXX & COMPANY, INCORPORATED,
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as
a Borrower
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X.X.
XXXX & COMPANY,
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as
a Borrower
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THE
XXXXXXX-XXXXX DRY GOODS CO.,
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as
a Borrower
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XXXXXXX
STORES SERVICES, INC.,
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as
a Borrower
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THE
XXXXXX COMPANY,
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as
a Borrower
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THE
XXXXXXX COMPANY,
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as
a Borrower
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GAYFER’S
XXXXXXXXXX FAIR CO.,
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as
a Borrower
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THE
LION DRY GOODS COMPANY,
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as
a Borrower
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X.
XXXXX & SONS,
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as
a Borrower
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MERCANTILE
STORES COMPANY, INC.,
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as
a Borrower
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Signature
Page to Third Amendment to
Amended
and Restated Credit Agreement
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DILLARD’S
WYOMING, INC.,
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as
a Borrower
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CONSTRUCTION
DEVELOPERS, INCORPORATED,
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as
a Borrower
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CONDEV
NEVADA, INC.,
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as
a Borrower
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MERCANTILE
KANSAS CITY, INC., as a
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| as a Borrower | |||
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XXXXXXXX
COMPANY,
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as
a Borrower
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X.X.
XXXXX & COMPANY,
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as
a Borrower
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DILLARD’S
DOLLARS, INC.,
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as
a Borrower
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MERCANTILE
OPERATIONS, INC.,
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as
a Borrower
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By:
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Name:
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Xxxxxxxx
X. Xxxx
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Title:
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Vice
President to each Borrower listed above
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U.S.
ALPHA, INC.,
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as
a Borrower
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By
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Name:
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Xxxxx
X. Xxxxxxx
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Title:
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Vice
President
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DILLARD
INTERNATIONAL, INC.,
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as
a Borrower
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By
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Name:
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Xxxxx
X. Xxxxxxx
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Title:
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Chief
Executive Officer
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Signature
Page to Third Amendment to
Amended
and Restated Credit Agreement
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JPMORGAN
CHASE BANK, N.A.
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as
the Agent, as Swingline Lender, as Issuing Bank, and as a
Lender
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By
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Name:
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Xxxxxxxx
Jeans
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Title:
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Vice
President
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THE
CIT GROUP/BUSINESS CREDIT, INC.,
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as
a Lender
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By:
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Name:
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Title:
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XXXXX
FARGO FOOTHILL, LLC,
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as
a Lender
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By:
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Name:
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|||
|
Title:
|
|||
|
GENERAL
ELECTRIC CAPITAL CORPORATION,
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
Signature
Page to Third Amendment to
Amended
and Restated Credit Agreement
|
WACHOVIA
BANK, NATIONAL ASSOCIATION,
|
|||
|
as
a Lender
|
|||
|
(formerly
known as Congress Financial Corporation)
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
NATIONAL
CITY BUSINESS CREDIT, INC.,
|
|||
|
|
as a Lender | ||
|
(formerly
known as National City Commercial Finance, Inc.)
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
GMAC
COMMERCIAL FINANCE LLC,
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
PNC
BANK, NATIONAL ASSOCIATION,
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
Signature
Page to Third Amendment to
Amended
and Restated Credit Agreement
|
UBS
AG, STAMFORD BRANCH
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
AMSOUTH
BANK,
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
REGIONS
BANK,
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
HSBC
BUSINESS CREDIT (USA) INC.,
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
Signature
Page to Third Amendment to
Amended
and Restated Credit Agreement
|
SIEMENS
FINANCIAL SERVICES, INC.,
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
|
|||
|
UPS
CAPITAL CORPORATION
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
ALLIED
IRISH BANK,
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
ISRAEL
DISCOUNT BANK OF NEW YORK,
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
Signature
Page to Third Amendment to
Amended
and Restated Credit Agreement
|
SUNTRUST
BANK,
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
CITICORP
USA, INC.,
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
NORTH
FORK BUSINESS CAPITAL CORP.,
|
|||
|
as
a Lender
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
Signature
Page to Third Amendment to
Amended
and Restated Credit Agreement
