AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT - Page 2
013548.00013:946186.06
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is entered into as of January 24, 2006 (the
"Effective Date"), by and among, on the one hand, the lender
identified on the signature page hereof (such lender, together
with its successors and assigns, is referred to hereinafter as
the "Lender"), XXXXX FARGO RETAIL FINANCE II, LLC, as collateral
agent and administrative agent (the "Agent") for the Lender and
any other holder of Obligations (as defined in the Loan Agreement
referred to below) and, on the other hand, HAROLD'S STORES, INC.,
an Oklahoma corporation ("Parent"), HAROLD'S FINANCIAL
CORPORATION, an Oklahoma corporation ("Harold's Finance"),
HAROLD'S DIRECT, INC., an Oklahoma corporation ("Harold's
Direct"), HAROLD'S STORES OF TEXAS, L.P., a Texas limited
partnership ("Harold's Texas"), and HAROLD'S OF JACKSON, INC., a
Mississippi corporation ("Harold's Mississippi", and collectively
with Harold's Georgia, Harold's Texas, Harold's Direct, Harold's
Finance and Parent, the "Borrowers" and each, a "Borrower").
BACKGROUND
FACT ONE: Lender, Agent, the Borrowers, and Harold's Stores
of Georgia, L.P., a Georgia limited partnership ("Harold's
Georgia"), have entered into that certain Loan and Security
Agreement, dated as of February 5, 2003, as amended by that
certain Amendment No. 1 to Loan and Security Agreement dated July
10, 2003, by and among Lenders, Agent, Borrowers, and Harold's
Georgia, that certain Amendment No. 2 to Loan and Security
Agreement dated April 29, 2004, by and among Lenders, Agent,
Borrowers and Harold's Georgia (as so amended, the "Loan
Agreement"), pursuant to which Lender has agreed to make loans
and other financial accommodations to, or for the benefit of,
Borrowers on the terms and otherwise subject to the conditions
and limitations contained therein.
FACT TWO: Harold's Georgia has been dissolved.
FACT THREE: Borrowers have requested that Lender and Agent
agree to modify certain terms and conditions set forth in the
Loan Agreement in the manner set forth in this Amendment.
FACT FOUR: Lender and Agent have agreed to modify certain
terms and conditions set forth in the Loan Agreement in the
manner set forth in this Amendment, subject in all cases to the
fulfillment of the conditions set forth in this Amendment.
NOW, THEREFORE, Lender, Agent and the Borrowers hereby
modify, supplement and amend the Loan Agreement as follows:
1. INCORPORATION OF DEFINITIONS. Capitalized terms used in
this Amendment, to the extent not otherwise defined herein, have
the meanings assigned to such terms in the Loan Agreement, as
amended hereby.
2. AMENDMENTS AND ADDITIONS TO LOAN AGREEMENT.
2.1 Additional Definitions. As of the Effective Date,
Section 1.1 of the Loan Agreement is hereby amended by the
addition of the following definitions, in the appropriate
alphabetical order:
"`Amendment No. 3' means Amendment No. 3 to Loan
and Security Agreement, dated as of January 24, 2006, by and
among the Lenders, Agent and Borrowers."
"`Proposed Repayment Date' has the meaning given
to such term in Section 2.4(c)(ii) of this Agreement.
"`2003 Option Agreement' means that certain Option
Agreement, dated as of April 29, 2004, as amended, by and
between Parent and Participant as in effect on the date of
Amendment No. 2."
"`2006 Option Agreement' means that certain Option
Agreement, dated as of January 24, 2006, by and between
Parent and Participant as in effect on the date of Amendment
No. 3."
"`Restricted Advance' means, as of any date of
determination, aggregate Advances in the amount of
$7,000,000 made by Lender to Parent and designated by Lender
as such in its books, less amounts paid by Borrowers to
Agent and designated for application against the then
outstanding principal amount of the Restricted Advance in
accordance with the limitations set forth in Section
2.4(c)."
2.2 Revisions to Existing Definitions. As of the Effective
Date, the definitions of "Maximum Revolver Amount", "Minimum
Excess Availability", "Option Agreement", and "Participation
Agreement" set forth in Section 1.1 of the Loan Agreement are
hereby amended and restated in their entirety to read as follows:
"`Maximum Revolver Amount' means, as of any date,
the lesser of (a) $28,000,000, and (b) $22,000,000 plus the
outstanding principal amount of any Restricted Advances."
"`Minimum Excess Availability' means an amount
equal to $1,000,000 at all times."
"'Obligations' means (a) all loans, Advances
(including any outstanding Restricted Advance), debts,
principal, interest (including any interest that, but for
the provisions of the Bankruptcy Code, would have accrued),
contingent reimbursement obligations with respect to
outstanding Letters of Credit, Bank Product Obligations,
premiums, liabilities (including all amounts charged to
Borrowers' Loan Account pursuant hereto), obligations, fees,
charges, costs, Lender Group Expenses (including any fees or
expenses that, but for the provisions of the Bankruptcy
Code, would have accrued), lease payments, guaranties,
covenants, and duties of any kind and description owing by
Borrowers to the Lender Group pursuant to or evidenced by
the Loan Documents and irrespective of whether for the
payment of money, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter
arising, and including all interest not paid when due and
all Lender Group Expenses that Borrowers are required to pay
or reimburse by the Loan Documents, by law, or otherwise,
and (b) all Bank Product Obligations. Any reference in this
Agreement or in the Loan Documents to the Obligations shall
include all amendments, changes, extensions, modifications,
renewals replacements, substitutions, and supplements,
thereto and thereof, as applicable, both prior and
subsequent to any Insolvency Proceeding."
"`Option Agreement' means collectively the 2003
Option Agreement and the 2006 Option Agreement"
"`Participation Agreement' means the Second
Amended and Restated Participation Agreement, dated January
24, 2006, by and between WFRF, acting solely in its
capacity as a Lender, and Participant, as the same may be
amended, modified, supplemented or restated from time to
time."
2.3 Deletion of Existing Definitions. As of the Effective
Date, the definition of "Participant Advance" set forth in
Section 1.1 of the Loan Agreement is hereby deleted in its
entirety.
2.4 Revisions to Borrowing Base. As of the Effective Date,
Section 2.1(a)(ii)(F) is hereby amended and restated in its
entirety to read as follows:
"(F) an amount equal to the outstanding principal
amount of the Restricted Advance, if any,"
2.5 Revisions to Payment Provisions. As of the Effective
Date, Sections 2.4(b)(i)(I), 2.4(b)(i)(L), 2.4(b)(i)(M),
2.4(b)(i)(N), and 2.4(b)(i)(O) are amended and restated in their
entirety to read as follows:
"(I) ninth, to pay the principal of all Advances (other
than Advances designated by Agent as attributable to the
Restricted Advance) until paid in full,"
"(L) twelfth, to pay any other Obligations (including
Bank Product Obligations but specifically excluding payment
of Advances designated by Agent as attributable to the
Restricted Advance except to the extent such Restricted
Advance is expressly permitted to be repaid pursuant to
Section 2.4(c) below) until paid in full,
(M) thirteenth, if an Event of Default has occurred and
is continuing and the Required Lenders have exercised their
rights and remedies pursuant to Sections 9.1(b) and 9.1(c)
hereof, to be retained by Agent as cash collateral for the
Restricted Advance, applied to any other Obligations or
used to repay the Restricted Advances as Agent may elect,
(N) fourteenth, if all Obligations (other than the
Restricted Advances) have been indefeasibly paid in full in
cash and no commitment to lend is continuing under the Loan
Document, then to the repayment of the Restricted Advances,
and
(O) fifteenth, to Borrowers (to be wired to the
Designated Account) or such other Person entitled thereto
under applicable law."
2.6 Revisions to Repayment of the Restricted Advances. As
of the Effective Date, Section 2.4(c), Section 2.4(d), and
Section 2.4(e) are hereby amended and restated in their entirety
to read as follows:
"(c)Repayment of Restricted Advance. Notwithstanding
the order of application of payments made by Borrowers to
Agent set forth above in this Section 2.4, Borrowers may
repay any Restricted Advance from and after February 5,
2007, only upon satisfaction of the following conditions:
(i) the aggregate principal amount of all
Restricted Advances repaid from and after the
effective date of Amendment No. 3 shall not exceed, in
the aggregate, $7,000,000, subject in each instance to
compliance with the balance of this Section 2.4(c) and
Section 2.4(d) below.
(ii) no repayment of any Restricted Advances
shall be made unless Borrowers' Average Daily Excess
Availability for the thirty-day period immediately
preceding the proposed date (the "Proposed Repayment
Date") of such repayment of Restricted Advances is
greater than the "Required Excess Availability"
specified below as applicable to such repayment based
on the aggregate amount of all repayments made
(inclusive of all repayments being made on such
Proposed Repayment Date):
Aggregate Amount of All Required
Repayments as of Proposed Excess
Repayment Date: Availability:
Less than or equal to $2,000,000 $1,500,000
Greater than $2,000,000 $2,500,000
(iii) Administrative Borrower shall have
delivered to Agent an officers' certificate, duly
executed by the Chief Financial Officer of
Administrative Borrower, setting forth Borrowers'
projected Average Daily Excess Availability for the
thirty-day period immediately following such Proposed
Repayment Date, which projected Average Daily Excess
Availability must be greater than the "Required
Projected Excess Availability" specified below as
applicable to such repayment based on the aggregate
amount of all repayments made (inclusive of all
repayments being made on such Proposed Repayment Date):
Aggregate Amount of All Required
Repayments as of Proposed Projected
Repayment Date: Excess
Availability:
Less than or equal to $2,000,000 $1,500,000
Greater than $2,000,000 $2,500,000
All projections of Average Daily Excess
Availability and the foregoing officer's certificate
shall be (x) in form and substance (including both the
manner of calculation and underlying assumptions)
acceptable to Agent, (y) accompanied by such financial
statement projections and analyses as Agent may request
and (z) subject to Agent's review, approval and written
acceptance (which acceptance shall be made based on
Agent's Permitted Discretion).
(iv)the representations and warranties contained
in this Agreement and the other Loan Documents shall be
true and correct in all material respects on and as of
the date of such repayment of Restricted Advances, as
though made on and as of such date (except to the
extent that such representations and warranties relate
solely to an earlier date);
(v) no Default or Event of Default shall have
occurred and be continuing on the date of such
repayment of Restricted Advances, nor shall either
result from the making thereof;
(vi)no injunction, writ, restraining order, or
other order of any nature prohibiting, directly or
indirectly, such repayment (or the attendant payment of
such amounts to Participant by WFRF) shall have been
issued and remain in force by any Governmental
Authority against any Borrower, or WFRF;
(vii) no Material Adverse Change shall have
occurred; and
(viii) each repayment of Restricted Advances
made pursuant to this Section 2.4(c) shall be in an
amount equal to, or greater than, $500,000.
(d) Except as set forth in Section 2.4(c) preceding and
Section 2.4(e) below, Borrowers shall not repay the
Restricted Advances without the express consent of Agent, and
any amounts received by Agent at any other time may at the
option of Agent be held as cash collateral for repayment of
the Obligations (and Borrowers agree to execute such
agreements as may be required by Agent in order to effect
such pledge with a first priority) or returned by Borrowers.
(e) [Intentionally Omitted]"
2.7 Revisions to Extension Fee. As of the Effective Date,
Section 2.11(d) is hereby amended and restated to read in its
entirety as follows:
"(d) Extension Fee. On February 1, 2006, an extension
fee in an amount equal to 4.00% per annum times the lesser
of (i) of the average Daily Balance of the Restricted
Advances that were outstanding during the period from and
after the effective date of Amendment No. 3 up to and
including January 31, 2006, and (ii) $3,000,000, and,
commencing on March 1, 2006, and on the first day of each
calendar month during the remainder of the term of this
Agreement, an extension fee in an amount equal to 4.00% per
annum times the lesser of (i) of the average Daily Balance
of the Restricted Advances that were outstanding during the
immediately preceding month and (ii) $5,000,000."
2.8 Revisions to Term. As of the Effective Date, Section
3.4 is hereby amended and restated in its entirety to read as
follows:
"3.4. Term. This Agreement shall become effective upon
the execution and delivery hereof by Borrowers, Agent, and
the Lenders and shall continue in full force and effect for
a term ending on February 5, 2010 (the "Maturity Date").
The foregoing notwithstanding, the Lender Group, upon the
election of the Required Lenders, shall have the right to
terminate its obligations under this Agreement immediately
and without notice upon the occurrence and during the
continuation of an Event of Default."
2.9 Restatement of Schedule C-1 and H-1. As of the
Effective Date, Schedule C-1 and Schedule H-1 to the Loan
Agreement are hereby amended and restated in thier entirety to
read as set forth hereto as Schedule C-1 and Schedule H-1
attached hereto and incorporated herein.
3. RATIFICATIONS, REPRESENTATIONS AND WARRANTIES.
3.1 Ratifications. Except as expressly amended and
supplemented by this Amendment, the terms and provisions of the
Loan Agreement are ratified and confirmed and continue in full
force and effect. The Borrowers hereby agree that the Loan
Agreement, as amended hereby, continues to be legal, valid,
binding and enforceable against Borrowers in accordance with its
terms.
3.2 Representations and Warranties. In order to induce
Agent and Lender to enter into this Amendment, each Borrower
makes the following representations and warranties to Lender as
to itself:
(a) the execution, delivery and performance of this
Amendment and any and all other Loan Documents executed
and/or delivered in connection herewith have been authorized
by all requisite corporate or limited partnership power, as
appropriate, on the part of the Borrower and will not
violate any of its constituent documents (including, as
applicable, its articles of incorporation, certificate of
incorporation, by-laws, partnership agreement and
certificate of limited partnership) or any other agreement
to which Borrower is a party or by which its properties may
be bound;
(b) the representations and warranties contained in
the Loan Agreement, as amended hereby, and any other Loan
Document are true and correct in all material respects on
and as of the date hereof as though made on and as of the
date hereof (except to the extent that such representations
and warranties relate solely to an earlier date or
violations have been disclosed to WFRF in writing and
approved in writing by WFRF); and
(c) no Default or Event of Default has occurred or is
continuing under the Loan Agreement, and no Default or Event
of Default will result from the execution, delivery or
performance of this Amendment or the consummation of the
transactions herein authorized by Lender.
4. FURTHER ASSURANCES.
Borrowers hereby agree, upon Agent's request (i) to
delivery to Agent such fully authorized and executed agreements
and instruments, including, but not limited to, any amendments to
Loan Documents, within 10 days of such request, and (ii) to take
such actions as Agent, in its Permitted Discretion, deems
necessary and appropriate in connection with the transactions
contemplated by this Amendment.
5. CHOICE OF LAW.
THE VALIDITY OF THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
(UNLESS EXPRESSLY PROVIDED TO THE CONTRARY THEREIN), THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF,
AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO
ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR
THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
6. GENERAL PROVISIONS.
6.1 Effectiveness. The effectiveness of this Amendment and
the enforceability of the terms hereof against Borrowers, Agent
and Lender are subject to fulfillment of each of the following
conditions precedent:
(a) Lender's execution of this Amendment and receipt
of one or more counterparts of this Amendment duly executed
by each Borrower; and
(b) Lender's receipt of a consent and reaffirmation of
the obligations of each Guarantor under the Continuing
Guaranty and Security Agreement, in form acceptable to
Lender; and
(c) Lender's receipt of a duly executed Participation
Agreement, a duly executed 2006 Option Agreement, and
Participant's purchase and funding of an additional
$3,000,000 participation in the Advances of Lender pursuant
thereto (yielding an aggregate principal amount of
Restricted Advances as of the Effective Date equal to
$7,000,000).
6.2 Section Headings. Headings and numbers have been set
forth herein for convenience only. Unless the contrary is
compelled by the context, everything contained in each Section
applies equally to this entire Amendment.
6.3 Severability of Provisions. Each provision of this
Amendment will be severable from every other provision of this
Amendment for the purpose of determining the legal enforceability
of any specific provision.
6.4 Counterparts; Telefacsimile Execution. This Amendment
may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed
and delivered, will be deemed to be an original, and all of
which, when taken together, will constitute but one and the same
Amendment. Delivery of an executed counterpart of this Amendment
by telefacsimile will be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party
delivering an executed counterpart of this Amendment by
telefacsimile also will deliver an original executed counterpart
of this Amendment but the failure to deliver an original executed
counterpart will not affect the validity, enforceability, and
binding effect of this Amendment. The foregoing shall apply to
each other Loan Document mutatis mutandis.
6.5 Integration. This Amendment, the Loan Agreement and
the other Loan Documents contain the entire agreement between the
parties relating to the transactions contemplated hereby. All
prior or contemporaneous understandings, representations,
statements and agreements, whether written or oral, are merged
herein and superseded by this Agreement. THIS WRITTEN AMENDMENT,
THE LOAN AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
6.6 Survival of Representations and Warranties. All
representations and warranties made herein and in the Loan
Agreement will survive the execution and delivery of this
Amendment, and no investigation by Lender or any closing shall
affect the representations and warranties or the right of Agent
or Lender to rely upon them.
6.7 Reference to Loan Agreement. The Loan Agreement, as
amended hereby, and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to
the terms thereof are hereby amended so that any reference in the
Loan Agreement or such other agreements, documents and
instruments will mean a reference to the Loan Agreement, as
amended hereby.
6.8 Expenses of Lender. The Borrowers agree to pay on
demand all reasonable costs and expenses incurred by Lender in
connection with the preparation, negotiation and execution of
this Amendment, including, without limitation, the reasonable
costs and fees of Lender's legal counsel. In addition, the
Borrowers agree to pay on demand: (a) all costs and expenses
incurred by Lender in connection with the enforcement or
preservation of any rights under the Loan Agreement, as amended
hereby, or any agreement, document or instrument executed in
connection therewith, including without limitation the
Participation Agreement; and (b) all reasonable costs and
expenses incurred by Lender in connection with the preparation,
negotiation and administration of the Participation Agreement,
including the reasonable fees and costs of Lender's legal
counsel.
6.9 Successors and Assigns. This Amendment is binding upon
and will inure to the benefit of Agent, Lender and each Borrower
and their respective successors and assigns, except that no
Borrower may assign or transfer any of its rights or obligations
hereunder without the prior written consent of Agent.
6.10 RELEASE. EACH BORROWER HEREBY ACKNOWLEDGES THAT IT HAS
NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR
DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO
REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE
OBLIGATIONS (AS DEFINED IN THE LOAN AGREEMENT) OR TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT OR
LENDER. EACH BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES
AND FOREVER DISCHARGES AGENT, LENDER AND THEIR RESPECTIVE
PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL
POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES,
COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN
WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS
EXECUTED, WHICH SUCH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST
AGENT, LENDER OR ANY OF THEIR RESPECTIVE PREDECESSORS, AGENTS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF
WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF
LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY
OBLIGATIONS (AS DEFINED IN THE LOAN AGREEMENT), INCLUDING,
WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,
RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE
MAXIMUM RATE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE
LOAN AGREEMENT OR ANY AGREEMENT, DOCUMENT OR INSTRUMENT ENTERED
INTO IN CONNECTION THEREWITH.
6.11 Status of Participant. Borrowers hereby acknowledge
and agree as follows: (a) the Option Agreement has been executed
and delivered to Participant as an inducement to Participant to
acquire an additional participation in the Obligations from
Lender and Lender is not party thereto; (b) Lender shall not be,
or be deemed to be, the holder of any rights or investment
pursuant to the Option Agreement; (c) the Restricted Advance
constitutes a portion of the Obligations hereunder and is fully
secured by the Liens herein granted; (d) no portion of the
Obligations (including the Restricted Advance) is subordinated to
any debts owing by Borrowers to any third party; (e) all
Obligations (including the Restricted Advances) are payable to
the Lender hereunder and may not be discharged by payments to the
Participant or any other Person under any circumstances; (f) the
respective rights and obligations between Lender and Participant
are governed solely by the Participation Agreement and such
arrangements may be amended, modified, or supplemented at the
election of Lender and Participant without the consent or
approval of Borrowers; and (g) the transactions evidenced by the
Participation Agreement are intended to constitute a true
participation arrangement and references to such transactions in
the Loan Agreement are made for convenience and do not establish
any contractual relationship between Participant and Borrowers,
such obligations being understood to be solely with Lender and
any other Persons now or hereafter party to the Loan Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered as of the date first above
written.
BORROWERS:
HAROLD'S STORES, INC.
By
Name:
Title:
HAROLD'S FINANCIAL CORPORATION
By:
Name:
Title:
HAROLD'S DIRECT, INC.
By:
Name:
Title:
HAROLD'S STORES OF TEXAS, L.P.
By: HSTX, Inc., General Partner
By:
Name:
Title:
HAROLD'S OF XXXXXXX, INC.
By:
Name:
Title:
AGENT AND LENDER:
XXXXX FARGO RETAIL
FINANCE II, LLC,
as Agent and Lender
By:
Xxxx Xxxxxxxx, Vice
President
EXHIBIT B-1
BORROWING BASE CERTIFICATE
(See attached.)
EXHIBIT C-1
COMMITMENTS
Lender Total
Commitment
Xxxxx Fargo Retail $28,000,000
Finance, LLC
All Lenders $28,000,000
SCHEDULE H-1
PERMITTED HOLDERS
Xxxxxxx X. Xxxxx, individually and as Custodian
Xxxxxxx X. Xxxxx, individually and as Trustee
H. Xxxxxx Xxxxxx, individually and as Custodian
Xxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, individually and as Trustee
Xxxx X. Xxxxxx, individually and as Trustee
Xxxx X. Xxxx
Xxxx X. Xxxx
Inter-Him N.V.
Arvest Trust Company, N.A., as Trustee of Xxxxxxxxx X.
Xxxxxx Trusts A and B
W. Xxxxxx Xxxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
Ronhow, LLC