EXHIBIT 4-C-7
[Execution]
AMENDMENT NO. 6 TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT dated as of May 26, 2007,
by and among Hartmarx Corporation ("Hartmarx"), Xxxxxxx Apparel Group Limited
("Coppley", and together with Hartmarx, each individually, a "Borrower" and
collectively, "Borrowers"), each of the companies listed on Exhibit A hereto
(each, individually, a "Guarantor" and collectively, "Guarantors"), Zooey
Apparel, Inc., formerly known as HDA Acquisition Corp. ("Zooey") and Wachovia
Capital Finance Corporation (Central), formerly known as Congress Financial
Corporation (Central), in its capacity as agent (in such capacity, "Agent") for
the parties from time to time to the Loan Agreement (as hereinafter defined) as
lenders (each individually, a "Lender" and collectively, "Lenders").
W I T N E S S E T H
WHEREAS, Borrowers and Guarantors have entered into financing arrangements
with Agent and Lenders pursuant to which Lenders (or Agent on behalf of
Lenders) have made and may make loans and advances and provide other financial
accommodations to Borrowers as set forth in, and subject to the terms and
conditions of, the Loan and Security Agreement, dated August 30, 2002, by and
among Agent, Lenders, JPMorgan Chase Bank, in its capacity as syndication agent
for Lenders, Xxxxx Fargo Foothill, LLC, in its capacity as documentary agent
for Lenders, Borrowers and Guarantors (as amended and supplemented by Amendment
No. 1 to Loan and Security Agreement, dated February 25, 2003, Amendment No. 2
to Loan and Security Agreement, dated July 22, 2004, Amendment No. 3 to Loan
and Security Agreement, dated January 3, 2005, Amendment No. 4 to Loan and
Security Agreement, dated October 31, 2005 and Amendment No. 5 to Loan and
Security Agreement dated September 29, 2006, as amended and supplemented hereby
and as the same may hereafter be further amended, modified, supplemented,
extended, renewed, restated or replaced, the "Loan Agreement") and the other
Financing Agreements (as defined therein); and
WHEREAS, Zooey, a wholly-owned subsidiary of Hartmarx, has acquired
substantially all of the assets of Heroine D'Ame, Inc. ("Zooey Seller"); and
WHEREAS, Borrowers, Guarantors and Zooey have requested that Agent and
Lenders agree to certain amendments to the Loan Agreement in connection with
the addition of Zooey as an additional party to the Loan Agreement and certain
of the other Financing Agreements and certain related matters, and Agent and
Lenders are willing to provide such consents and agree to such amendments,
subject to the terms and conditions herein; and
WHEREAS, by this Amendment Xx. 0, Xxxxxxxxx, Xxxxxxxxxx, Xxxxx, Agent and
Lenders desire and intend to evidence such consents and amendments;
NOW, THEREFORE, in consideration of the foregoing, the mutual conditions
and agreements and covenants set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
Section 1. Definitions.
1.1 Defined Terms. For purposes of this Amendment No. 6, unless otherwise
defined herein, all capitalized terms used herein shall have the meanings
assigned thereto in the Loan Agreement.
1.2 Additional Definitions. As used herein, the following terms shall have
the meanings given to them below, and the Loan Agreement and the other
Financing Agreements are hereby amended to include, in addition and not in
limitation, the following definitions:
(a) "Amendment No. 6" shall mean this Amendment No. 6 to Loan and
Security Agreement by and among Borrowers, Guarantors, Zooey, Agent and
Lenders, as it now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.
(b) "Zooey" shall mean Zooey Apparel, Inc., formerly known as HDA
Acquisition Corp., a Delaware corporation, and its successors and assigns.
(c) "Zooey Purchase Agreement" shall mean the Purchase Agreement,
dated as of December 11, 2006, by and between Zooey and Zooey Seller, as
the same now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced.
(d) "Zooey Purchase Documents" shall mean, collectively, the
following (as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced): (i) the Zooey
Purchase Agreement, (ii) all bills of sale, deeds, and such instruments of
transfer as are referred to therein, and (iii) all side letters with
respect thereto and all other agreements, documents and instruments
executed and/or delivered in connection therewith.
(e) "Zooey Purchased Assets" shall mean, collectively, the assets
described on Exhibit B hereto, consisting of the "Assets", as such term is
defined in the Zooey Purchase Agreement.
(f) "Zooey Seller" shall mean Heroine D'Ame, Inc., a California
corporation and its successors and assigns.
1.3 Amendments to Definitions.
(a) All references to the term "Borrowing Base Guarantors" in the
Loan Agreement and in any of the other Financing Agreements shall be
deemed to include, in addition and not in limitation, Zooey.
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(b) All references to the term "Financing Agreements" in the Loan
Agreement and in any of the other Financing Agreements shall be deemed to
include, in addition and not in limitation, this Amendment No. 6.
(c) All references to the term "Information Certificate" in the Loan
Agreement and in any of the other Financing Agreements shall be deemed to
include, in addition and not in limitation, the Information Certificate of
Zooey constituting Exhibit C hereto.
(d) All references to the term "Intercompany Notes" or an
"Intercompany Note" in the Loan Agreement and in any of the other
Financing Agreements shall be deemed to include, in addition and not in
limitation, the promissory note issued by Zooey payable to Hartmarx.
(e) All references to the term "Intercompany Security Agreements" or
an "Intercompany Security Agreement" in the Loan Agreement and in any of
the other Financing Agreements shall be deemed to include, in addition and
not in limitation, the security agreements by Zooey in favor of Hartmarx,
as each of the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed or replaced.
Section 2. Amendment and Acknowledgment of Financing Agreements.
2.1 Amendment of Financing Agreements.
(a) Zooey hereby expressly (i) assumes and agrees to be directly
liable to Agent and Lenders, jointly and severally, with the other
Borrowers, for all Obligations under, contained in, or arising pursuant to
the Loan Agreement or any of the other Financing Agreements applicable to
any or all Borrowers and as applied to Zooey as a Borrower, (ii) agrees to
perform, comply with and be bound by all terms, conditions and covenants
of the Loan Agreement and the other Financing Agreements applicable to any
or all Borrowers and as applied to Zooey with the same force and effect as
if Zooey had originally executed and been an original Borrower party
signatory to the Loan Agreement and the other Financing Agreements, (iii)
is deemed to make, and is, in all respects, bound by all representations
and warranties made by the other Borrowers to Agent and Lenders set forth
in the Loan Agreement or in any of the other Financing Agreements, and
(iv) agrees that Agent and Lenders shall have all rights, remedies and
interests, including security interests in and to the Collateral granted
pursuant to Section 3 hereof, the Loan Agreement and the other Financing
Agreements, with respect to Zooey and its properties and assets with the
same force and effect as Agent and Lenders have with respect to the other
Borrowers and their assets and properties, as if Zooey had originally
executed and had been an original Borrower party signatory to the Loan
Agreement and the other Financing Agreements.
Section 3. Grant of Security Interest.
(a) Without limiting the provisions of Section 2 hereof, the Loan
Agreement and the other Financing Agreements, to secure payment and
performance of its Obligations,
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Zooey hereby grants to Agent, for itself and the benefit of Lenders, a
continuing security interest in, a lien upon, and a right of set off
against, all personal property and fixtures, and interests in personal
property and fixtures, whether now owned or hereafter acquired or
existing, and wherever located, all of which shall be included in the
definition of Collateral as set forth in the Loan Agreement, including
without limitation, the following:
(i) all Accounts;
(ii) all general intangibles, including, without limitation, all
Intellectual Property;
(iii) all goods, including, without limitation, Inventory and
Equipment;
(iv) all chattel paper, including, without limitation, all
tangible and electronic chattel paper;
(v) all instruments, including, without limitation, all
promissory notes;
(vi) all documents;
(vii) all deposit accounts;
(viii) all letters of credit, banker's acceptances and similar
instruments and including all letter-of-credit rights;
(ix) all supporting obligations and all present and future
liens, security interests, rights, remedies, title and interest in,
to and in respect of Receivables and other Collateral, including (A)
rights and remedies under or relating to guaranties, contracts of
suretyship, letters of credit and credit and other insurance related
to the Collateral, (B) rights of stoppage in transit, replevin,
repossession, reclamation and other rights and remedies of an unpaid
vendor, lienor or secured party, (C) goods described in invoices,
documents, contracts or instruments with respect to, or otherwise
representing or evidencing, Receivables or other Collateral,
including returned, repossessed and reclaimed goods, and (D) deposits
by and property of account debtors or other persons securing the
obligations of account debtors;
(x) all (A) investment property (including securities, whether
certificated or uncertificated, securities accounts, security
entitlements, commodity contracts or commodity accounts) and (B)
monies, credit balances, deposits and other property now or hereafter
held or received by or in transit to Agent, any Lender or its
Affiliates or at any other depository or other institution from or
for the account of Zooey, whether for safekeeping, pledge, custody,
transmission, collection or otherwise;
(xi) all commercial tort claims, including, without limitation,
those identified in the Information Certificate;
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(xii) to the extent not otherwise described above, all
Receivables;
(xiii) all Records; and
(xiv) all products and proceeds of the foregoing, in any form,
including insurance proceeds (other than business interruption
insurance proceeds) and all claims against third parties for loss or
damage to or destruction of or other involuntary conversion of any
kind or nature of any or all of the other Collateral.
(b) Notwithstanding anything to the contrary set forth in Section
3(a) above, the types or items of Collateral described in such Section
shall not include:
(i) any rights or interests in any contract, lease, permit,
license, charter or license agreement covering real or personal
property, as such, if under the terms of such contract, lease,
permit, license, charter or license agreement, or applicable law with
respect thereto, the valid grant of a security interest or lien
therein to Agent is prohibited and such prohibition has not been or
is not waived or the consent of the other party to such contract,
lease, permit, license, charter or license agreement has not been or
is not otherwise obtained or under applicable law such prohibition
cannot be waived; provided, that, the foregoing exclusion shall in no
way be construed (A) to apply if any such prohibition is
unenforceable under Sections 9-406, 9-407 or 9-408 of the UCC or
other applicable law or (B) so as to limit, impair or otherwise
affect Agent's unconditional continuing security interests in and
liens upon any rights or interests of a Borrower or Guarantor in or
to monies due or to become due under any such contract, lease,
permit, license, charter or license agreement (including any
Receivables);
(ii) the rights of Zooey to business interruption insurance; and
(iii) the Excluded Real Property.
Section 4. Schedules. Schedule 8.17 of the Loan Agreement is hereby
amended to include, in addition and not in limitation, the information set
forth on Supplement No. 4 to such schedule attached hereto as Exhibit D.
Section 5. Representations and Warranties. Each Borrower (including Zooey)
and Guarantor hereby represents and warrants to Agent and Lenders the following
(which shall survive the execution and delivery of this Amendment No. 6), the
truth and accuracy of which are a continuing condition of the making of Loans
and providing Letter of Credit Accommodations to Borrowers:
(a) This Amendment No. 6 and each other agreement or instrument to be
executed and delivered by Zooey, any other Borrower, and Guarantors
pursuant hereto have been duly authorized, executed and delivered by all
necessary action on the part of Zooey, Guarantors and each of the other
Borrowers which is a party hereto and thereto and, if necessary, their
respective stockholders and is in full force and effect as of the date
hereof, as the case may be, and the agreements and obligations of Zooey,
Guarantors and each of the other Borrowers, as
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the case may be, contained herein and therein, constitute the legal, valid
and binding obligations of such Borrower, Zooey and such Guarantor,
enforceable against them in accordance with their respective terms, except
as such enforceability may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and by general principles of equity.
(b) The execution, delivery and performance of this Amendment No. 6
(a) are all within each Borrower's and each Guarantor's corporate powers
and (b) are not in contravention of law or the terms of any Borrower's or
Guarantor's certificate of incorporation, by-laws, or other organizational
documentation, or any indenture, agreement or undertaking to which any
Borrower or Guarantor is a party or by which any Borrower or Guarantor or
its property are bound.
(c) Zooey is a Delaware corporation, duly organized and validly
existing in good standing under the laws of the State of Delaware and has
all requisite power and authority to own, lease and operate its
properties, if any, and to carry on its business as it is now being
conducted.
(d) All of the outstanding shares of Capital Stock of Zooey have been
duly authorized, validly issued and are fully paid and non-assessable,
free and clear of all claims, liens, pledges and encumbrances of any kind,
except for the pledge and security interest in favor of Agent. Hartmarx is
the beneficial and direct owner of record of one hundred (100%) percent of
the issued and outstanding shares of Capital Stock of Zooey. There is no
debt outstanding that is convertible into Capital Stock and there are no
outstanding rights, options or warrants to acquire any Capital Stock or
debt convertible into capital stock of either.
(e) No Default or Event of Default exists or has occurred and is
continuing.
(f) Zooey has acquired all of the Zooey Sellers' rights, title and
interest in and to the Zooey Purchased Assets, free and clear of all
liens, claims, charges and encumbrances in accordance with the Zooey
Purchase Documents.
(g) Neither the execution and delivery of the Zooey Purchase
Documents, nor the consummation of the transactions contemplated by the
Zooey Purchase Documents, nor compliance with the provisions of the Zooey
Purchase Documents or instruments thereunder shall result in (i) the
creation or imposition of any lien, claim, charge or encumbrance upon any
of the Collateral, except in favor of Agent, for itself and the benefit of
Lenders, or as expressly permitted by Section 9.8 of the Loan Agreement
and by the other Financing Agreements or (ii) the incurrence, creation or
assumption of any Indebtedness of any Borrower or Guarantor, except as
expressly permitted under Section 9.9 of the Loan Agreement.
(h) All actions and proceedings required by the Zooey Purchase
Documents, applicable law or regulation have been duly and validly taken
and consummated.
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(i) No court of competent jurisdiction has issued any injunction,
restraining order or other order which prohibits consummation of the
transactions contemplated in respect of the Zooey Purchase Documents and
no governmental or other action or proceeding has been threatened or
commenced in the United States of America, seeking any injunction,
restraining order or other order which seeks to void or otherwise modify
the transactions described in the Zooey Purchase Documents, nor compliance
with the provisions thereof, has violated or shall violate any Federal or
State securities laws or any other law or regulation or any order or
decree of any court or governmental instrumentality in respect or does or
shall conflict with or result in the breach of, or constitute a default in
any respect under, any indenture, mortgage, deed of trust, security
agreement, agreement or instrument to which any Borrower or Guarantor is a
party or may be bound, or violate any provision of the organizational
documents of any Borrower or Guarantor.
(j) Agent has, on or before the date hereof, received true and
complete copies of all of the Zooey Purchase Documents and all notices,
consents, instruments, documents and agreements relating thereto,
including all exhibits and schedules thereto, all as duly executed and
delivered by the parties thereto, each in form and substance satisfactory
to Agent.
(k) Borrowers and Guarantors shall take such steps and execute and
deliver, and cause to be executed and delivered, to Agent, such additional
UCC financing statements and termination statements, and other and further
agreements, documents and instruments as Agent may require in order to
more fully evidence, perfect and protect Agent's security interest in,
among other Collateral, the Zooey Purchased Assets.
(l) Each of the Zooey Purchase Documents has been duly authorized,
executed and delivered by Zooey, and each is in full force and effect as
of the date hereof.
(m) The purchase and acquisition by Zooey of the Zooey Purchased
Assets pursuant to the Zooey Purchase Documents are permitted under
Section 9.10 of the Loan Agreement.
(n) The outstanding principal balance of the Intercompany
Indebtedness of Zooey to Hartmarx under the Intercompany Credit Facility
of Hartmarx with Zooey and are as set forth in Supplement No. 4 to
Schedule 8.17 attached hereto as Exhibit D as of the last day of the month
identified in such supplement.
(o) The Intercompany Loan Agreement executed by Zooey constitutes the
legal, valid and binding obligations of each of the parties thereto,
enforceable in accordance with their respective terms, is in compliance
with all applicable laws and regulations, and has been executed by the
duly authorized and acting officers of the parties thereto whose
signatures are indicated thereon. Borrowers and Guarantors have no notice
of any facts which impairs or may impair the validity or enforceability of
such Intercompany Loan Agreements or the Indebtedness evidenced thereby or
arising pursuant thereto. The Indebtedness of Zooey to Hartmarx under the
Intercompany Credit Facility of Hartmarx with Zooey and is and shall be
valid and enforceable. There are no defaults existing under the
Intercompany Loan Agreements executed by Zooey, and there exists no state
of facts which, with the giving of notice or passage of time or both,
would constitute a default under such Intercompany Loan Agreements.
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(p) The obligations, liabilities and indebtedness of Zooey to
Hartmarx evidenced by or arising pursuant to the Intercompany Loan
Agreement executed by Zooey, owed free and clear of all offsets,
deductions, defenses and counterclaims of every kind and nature and are
not now nor will at any time become contingent upon the fulfillment of any
contract or condition whatsoever.
Section 6. Conditions Precedent. The effectiveness of the consents and
amendments contained herein shall only be effective upon the receipt by Agent
of each of the following, in each case in form and substance reasonably
satisfactory to Agent:
(a) an executed original or executed original counterparts of this
Amendment No. 6 (as the case may be), duly authorized, executed and
delivered by the respective party or parties hereto;
(b) the approval of Required Lenders of the terms and conditions of
this Amendment No. 6;
(c) all consents, waivers, acknowledgments and other agreements from
third persons (other than Deposit Account Control Agreements not required
to be obtained under clause (d) below) which Agent may deem necessary or
desirable in order to permit, protect and perfect its security interests
in and liens upon the Collateral of Zooey, including, without limitation,
the Zooey Purchased Assets, in favor of Agent or to effectuate the
provisions or purposes of this Amendment No. 6 and the other Financing
Agreements;
(d) Deposit Account Control Agreements by and among Agent, Zooey and
each bank where such Borrower has a deposit account (other than as to
those deposit accounts for which Agent is not requiring a Deposit Account
Control Agreement as of the date hereof), in each case, duly authorized,
executed and delivered by such bank and such Guarantor;
(e) an Information Certificate duly authorized, executed and
delivered by Zooey;
(f) (i) a copy of the Certificate of Incorporation of Zooey and all
amendments thereto, certified by the Secretary of State of the State of
Delaware as of the most recent practicable date certifying that the
foregoing document remains in full force and effect and has not been
modified or amended, except as described therein, (ii) a copy of the
By-Laws of Zooey, certified by the Secretary of Zooey, and (iii) a
certificate from the Secretary of Zooey dated the date hereof certifying
that each of the foregoing documents remains in full force and effect and
has not been modified or amended, except as described therein;
(g) Secretary's Certificates of Directors' Resolutions evidencing the
adoption and subsistence of corporate resolutions approving the execution,
delivery and performance by
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Zooey of this Amendment No. 6 and the agreements, documents and
instruments to be delivered pursuant to this Amendment No. 6;
(h) original good standing certificates (or its equivalent) from the
Secretary of State (or equivalent Governmental Authority) from each
jurisdiction where Zooey conducts business;
(i) a true and correct copy of any consent, waiver or approval to or
of this Amendment No. 6, which any Borrower or Guarantor is required to
obtain from any other Person;
(j) such opinion letter(s) of counsel to Zooey with respect to the
matters contemplated by this Amendment No. 6 and such other matters as
Agent may reasonably request;
(k) lien and judgment search results for the jurisdiction of
incorporation of Zooey and the Zooey Sellers, the jurisdiction of the
chief executive offices of Zooey and the Zooey Sellers and all
jurisdictions in which assets of Zooey are located, which search results
shall be in form and substance satisfactory to Agent;
(l) evidence of insurance and loss payee endorsements required
hereunder and under the other Financing Agreements with respect to Zooey
and certificates of insurance policies and/or endorsements naming Agent as
loss payee;
(m) a Pledge and Security Agreement by Hartmarx in favor of Agent,
for itself and for the benefit of Lenders, with respect to the pledge of
all of the issued and outstanding shares of Capital Stock of Zooey by
Hartmarx to Agent, for itself and for the benefit of Lenders, duly
authorized, executed and delivered by Hartmarx;
(n) all releases, terminations and such other documents as Agent may
request to evidence and effectuate the termination or the release by any
party of any interest in and to any of the Zooey Purchased Assets,
including, without limitation, UCC termination statements for all UCC
financing statements previously filed by any such person against any
Seller, Borrower or Guarantor, as debtor;
(o) evidence that the Zooey Purchase Documents have been duly
authorized, executed and delivered by and to the appropriate parties
thereto and that the transactions contemplated under the terms and
conditions of the Zooey Purchase Documents have been consummated prior to
or contemporaneously with the execution of this Amendment No. 6; and
(p) an original of the Intercompany Loan Agreement executed by Zooey
as duly authorized, executed and delivered by the parties thereto and
evidence that such Intercompany Loan Agreements are valid and enforceable
and in full force and effect.
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Section 7. Additional Events of Default. The parties hereto acknowledge,
confirm and agree that the failure of any Borrower or Guarantor to comply with
the covenants, conditions and agreements contained herein shall constitute an
Event of Default under the Loan Agreement and the other Financing Agreements
(subject to the applicable cure period, if any, with respect thereto provided
for in the Loan Agreement as in effect on the date hereof).
Section 8. Provisions of General Application.
8.1 Effect of this Amendment. Except as expressly amended pursuant hereto
and except for the consents expressly granted herein, no other changes or
modifications to the Financing Agreements are intended or implied and, in all
other respects, the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of the effective date hereof.
To the extent that any provision of the Loan Agreement or any of the other
Financing Agreements are inconsistent with the provisions of this Amendment No.
6, the provisions of this Amendment No. 6 shall control. The Loan Agreement and
this Amendment No. 6 shall be read and construed as one agreement. Agent
represents and warrants to Borrowers and Guarantors that Agent has exercised
its option under Section 11.3(a) of the Loan Agreement to execute and deliver
this Amendment No. 6 with the authorization of the Required Lenders, and Agent
has received the authorization of the Required Lenders for Agent to execute and
deliver this Amendment No. 6 on their behalf as required under Section 11.3(a)
of the Loan Agreement.
8.2 Governing Law. The validity, interpretation and enforcement of this
Amendment No. 6 and the other Financing Agreements (except as otherwise
provided therein) and any dispute arising out of the parties hereto, whether in
contract, tort, equity or otherwise, shall be governed by the internal laws of
the State of Illinois, but excluding any principles of conflicts of law or
other rule of law that would cause the application of the law of any
jurisdiction other than the laws of the State of Illinois.
8.3 Binding Effect. This Amendment No. 6 shall be binding upon and inure
to the benefit of each of the parties hereto and their respective successors
and assigns. Any acknowledgments or consents contained herein shall not be
construed to constitute a consent to any other or further action by any
Borrower or Guarantor or to entitle such Borrower or Guarantor to any other
consent.
8.4 Further Assurances. Each Borrower and Guarantor shall execute and
deliver such additional documents and take such additional action as may be
reasonably requested by Agent and Lenders to effectuate the provisions and
purposes of this Amendment No. 6.
8.5 Headings. The headings listed herein are for convenience only and do
not constitute matters to be construed in interpreting this Amendment No. 6.
8.6 Counterparts. This Amendment No. 6 may be executed in any number of
counterparts, each of which shall be an original but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Amendment No. 6 by
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telefacsimile shall have the same force and effect as the delivery of an
original executed counterpart of this Amendment No. 6. Any party delivering an
executed counterpart of this Amendment No. 6 by telefacsimile shall also
deliver an originally executed counterpart of this Amendment No. 6, but the
failure to do so shall not affect the validity, enforceability or binding
effect of this Amendment No. 6.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to
be duly executed and delivered by their authorized officers as of the date and
year first above written.
WACHOVIA CAPITAL FINANCE CORPORATION
(CENTRAL), formerly known as Congress
Financial Corporation (Central), as
Agent and as Lender
By:/s/ XXXXX XXXXX
----------------------------------------
Title: Xxxxx Xxxxx, Vice President
HARTMARX CORPORATION
By:/s/ XXXXX X. XXXXXX
----------------------------------------
Xxxxx X. Xxxxxx, Executive Vice
President and Chief Financial Officer
XXXXXXX APPAREL GROUP LIMITED
By:/s/ XXXXX X. XXXXXX
----------------------------------------
Xxxxx X. Xxxxxx, Vice President
ZOOEY APPAREL, INC.
By:/s/ XXXXX X. XXXXXX
----------------------------------------
Xxxxx X. Xxxxxx, Vice President
EACH OF THE COMPANIES LISTED ON EXHIBIT
A HERETO
By:/s/ XXXXX X. XXXXXX
----------------------------------------
Xxxxx X. Xxxxxx, Vice President of each
such company
