Exhibit 10.44
AMENDMENT AGREEMENT NO. 7
This Amendment Agreement No. 7 (this "Agreement"), dated as of October
21, 2003, is among is among the Persons that have executed this Agreement (the
"Parties"). Capitalized terms used, but not defined, in this Agreement are used
as defined in the Lease Agreement, dated as of November 30, 2001, between Xxxxx
Fargo Bank Northwest, National Association, as Owner Trustee under S&F Trust
1998-1, as lessor, and Smart & Final Inc., as lessee, as amended by Waiver and
Amendment Agreement No. 1, dated as of June 4, 2002, by Waiver and Amendment
Agreement No. 2, dated as of February 14, 2003, by Amendment Agreement No. 3,
dated as of June 1, 2003, by Waiver and Amendment Agreement No. 4, dated as of
July 11, 2003 and by Consent, Waiver, Collateral Release and Amendment Agreement
No. 5A, dated as of September 3, 2003, and Sixth Amendment and Waiver to Lease
Agreement, dated as of September 12, 2003 (the "Lease"). Capitalized terms used
herein without definition have the meanings ascribed to them in the Lease.
RECITALS
A. As a result of the recent sale of the Lessee's northern California
broadline foodservice operations to Sysco Corp. and Pacific Fresh Seafood
Company, the Lessee's Florida broadline foodservice operations and nine of the
fourteen Smart & Final stores located in Florida to GFS Holding Inc. ("GFS") and
certain of GFS's subsidiaries, and the pending sale of the Port Stockton dry
grocery warehouse (collectively, the "Sale Transactions"), the Lessee will not
be in compliance with certain of the financial covenants set forth in the Lease.
B. The Lessee has requested that the Lenders, the Holder and the Agent
amend certain of the financial covenants contained in the Lease and the
definitions related thereto.
C. The Agent, the Holder and the Lenders have agreed to amend certain
of the financial covenants and the definitions related thereto, all as provided
herein.
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Parties agree as follows:
Section 1. Section References. Unless otherwise expressly stated
herein, all section references herein refer to sections of the Lease, and all
references to "Appendix A" refer to Appendix A to the Participation Agreement.
Section 2. Amendment to Appendix A (Rules of Usage and Definitions).
(a) The definition of "Adjusted EBITDA" set forth in Appendix A
is amended by deleting it in its entirety and replacing it with the following:
"Adjusted EBITDA" means, for any period, determined for the
Lessee and its Subsidiaries on a Consolidated basis, EBITDA plus, with
respect to any fiscal quarter of the Lessee up to and including the
second fiscal quarter of Fiscal Year 2003, the interest component of
all amounts paid as rent under the Lease.
(b) The definition of "Adjusted Leverage Ratio" set forth in
Appendix A is amended by deleting it in its entirety and replacing it with the
following:
"Adjusted Leverage Ratio" means, as of any date of determination,
the ratio of (i) the sum of (A) Consolidated Indebtedness (excluding
for all periods up to and including the second fiscal quarter of
Lessee's fiscal year 2003 Indebtedness under the Lease and the other
Operative Agreements) as of the end of the most recently ended fiscal
quarter of the Lessee plus (B) the product of (1) rent expense
(including amounts paid as rent under the Lease) for the Lessee and its
Subsidiaries on a Consolidated basis for the four most recently
completed fiscal quarters of the Lessee multiplied by (2) 8 to (ii) the
sum of (A) EBITDA for the Lessee and its Subsidiaries on a Consolidated
basis for the four most recently completed fiscal quarters of the
Lessee plus (B) rent expense (including amounts paid as rent under the
Lease) for the Lessee and its Subsidiaries on a Consolidated basis for
the four most recently completed fiscal quarters of the Lessee;
provided, that for purposes of determining the Adjusted Leverage Ratio,
"rent expense" shall be deemed to be (i) $6,900,000 for the fourth
fiscal quarter of Lessee's fiscal year 2002, (ii) $6,900,000 for the
first fiscal quarter of Lessee's fiscal year 2003 and (iii) $7,100,000
for the second fiscal quarter of Lessee's fiscal year 2003.
(c) The definition of "EBITDA" set forth in Appendix A is amended
by deleting it in its entirety and replacing it with the following:
"EBITDA" means, for any period, net income (or net loss)
excluding all non-cash extraordinary items of gain or loss, plus, to
the extent deducted in determining such net income (or net loss), the
sum of (a) interest expense, (b) income tax expense, (c) depreciation
expense, (d) amortization expense, (e) all other non-cash charges
(including impairment charges with respect to assets and goodwill) and
(f) for the third fiscal quarter of Lessee's fiscal year 2003, up to
$13,300,000 of after-tax charges for discontinued operations, in each
case determined in accordance with GAAP for such period (to the extent
not already included in clause (e) above); provided, that EBITDA shall
be calculated using the quarterly amounts of (i) $20,500,000 for the
fourth fiscal quarter of Lessee's fiscal year 2002, (ii) $16,200,000
for the first fiscal quarter of Lessee's fiscal year 2003 and (iii)
$20,200,000 for the second fiscal quarter of Lessee's fiscal year 2003.
(d) The definition of "Fixed Charge Coverage Ratio" set forth in
Appendix A is amended by deleting it in its entirety and replacing it with the
following:
"Fixed Charge Coverage Ratio" means, as of any date of
determination, determined for the period of four consecutive fiscal
quarters ending as of the last day of each fiscal quarter of the
Lessee, the ratio of (a) the sum of (i) Consolidated EBITDA of the
Lessee and its Subsidiaries and (ii) rent expense (not including
amounts paid as rent under the Lease) for the Lessee and its
Subsidiaries on a Consolidated basis for the four most recently
completed fiscal quarters of the Lessee to (b) the sum of (i)
Consolidated Interest Expense of the
2
Lessee and its Subsidiaries and (ii) rent expense for the Lessee and
its Subsidiaries on a Consolidated basis for the four most recently
completed fiscal quarters of the Lessee; provided, that for purposes of
determining the Fixed Charge Coverage Ratio, (i) the quarterly amounts
of "rent expense" shall be deemed to be (A) $6,900,000 for the fourth
fiscal quarter of Lessee's fiscal year 2002, (B) $6,900,000 for the
first fiscal quarter of Lessee's fiscal year 2003 and (C) $7,100,000
for the second fiscal quarter of Lessee's fiscal year 2003 and (ii) the
quarterly amounts of Consolidated Interest Expense shall be deemed to
be (A) $4,400,000 for the fourth fiscal quarter of Lessee's fiscal year
2002, (B) $4,600,000 for the first fiscal quarter of Lessee's fiscal
year 2003 and (C) $4,500,000 for the second fiscal quarter of Lessee's
fiscal year 2003.
Section 3. Amendment to Section 28.5 (Financial Covenants). Section
28.5 is amended to read in its entirety as follows:
Section 28.5. Financial Covenants. So long as the Advance or
any other Obligation of any Credit Party under any Operative Agreements
remains unpaid, the Lessee shall:
(a) Net Worth. Maintain at all times a Consolidated Net Worth of
not less than the sum of (i) $195,000,000, plus (ii) 50% of positive
cumulative Consolidated Net Income for any fiscal quarter of the Lessee
ending after the fiscal quarter ending October 21, 2003 (but without
any deduction for any period in which Consolidated Net Income is a
negative number) plus (iii) 100% of the amount of all cash proceeds of
any equity issuances by the Lessee or any of its Subsidiaries after
November 30, 2001; provided, however, that changes in other
comprehensive income after October 21, 2003 shall be disregarded in
calculating Consolidated Net Worth.
(b) Senior Leverage Ratio. Not permit the Senior Leverage Ratio
at the end of the fiscal quarters of the Lessee set forth below to
exceed the correlative ratio indicated:
------------------------------------------------------------
Fiscal Quarter Senior Leverage Ratio
-------------- ---------------------
------------------------------------------------------------
Fourth Quarter 2001 3.25 to 1.0
------------------------------------------------------------
First Quarter 2002 3.25 to 1.0
------------------------------------------------------------
Second Quarter 2002 3.50 to 1.0
------------------------------------------------------------
Xxxxx Xxxxxxx 0000 3.50 to 1.0
------------------------------------------------------------
Fourth Quarter 2002 3.25 to 1.0
------------------------------------------------------------
First Quarter 2003 3.55 to 1.0
------------------------------------------------------------
Second Quarter 2003 3.00 to 1.0
------------------------------------------------------------
Xxxxx Xxxxxxx 0000 2.75 to 1.0
------------------------------------------------------------
Fourth Quarter 2003 2.75 to 1.0
------------------------------------------------------------
First Quarter 2004 2.75 to 1.0
------------------------------------------------------------
Second Quarter 2004 2.75 to 1.0
------------------------------------------------------------
Xxxxx Xxxxxxx 0000 2.75 to 1.0
------------------------------------------------------------
Fourth Quarter 2004 2.75 to 1.0
------------------------------------------------------------
3
-------------------------------------------------
First Quarter 2005 2.75 to 1.0
-------------------------------------------------
Second Quarter 2005 2.75 to 1.0
-------------------------------------------------
Xxxxx Xxxxxxx 0000 2.75 to 1.0
-------------------------------------------------
Fourth Quarter 2005 2.75 to 1.0
-------------------------------------------------
First Quarter 2006 2.75 to 1.0
-------------------------------------------------
Second Quarter 2006 2.75 to 1.0
-------------------------------------------------
Third Quarter 2006 2.75 to 1.0
-------------------------------------------------
(c) Adjusted Leverage Ratio. Not permit the Adjusted Leverage
Ratio at the end of the fiscal quarters of the Lessee set forth below
to exceed the correlative ratio indicated:
-------------------------------------------------------------
Fiscal Quarter Adjusted Leverage Ratio
-------------- -----------------------
-------------------------------------------------------------
Fourth Quarter 2001 4.50 to 1.0
-------------------------------------------------------------
First Quarter 2002 4.60 to 1.0
-------------------------------------------------------------
Second Quarter 2002 4.80 to 1.0
-------------------------------------------------------------
Xxxxx Xxxxxxx 0000 4.75 to 1.0
-------------------------------------------------------------
Fourth Quarter 2002 4.70 to 1.0
-------------------------------------------------------------
First Quarter 2003 5.00 to 1.0
-------------------------------------------------------------
Second Quarter 2003 4.50 to 1.0
-------------------------------------------------------------
Xxxxx Xxxxxxx 0000 4.50 to 1.0
-------------------------------------------------------------
Fourth Quarter 2003 4.50 to 1.0
-------------------------------------------------------------
First Quarter 2004 4.50 to 1.0
-------------------------------------------------------------
Second Quarter 2004 4.50 to 1.0
-------------------------------------------------------------
Xxxxx Xxxxxxx 0000 4.50 to 1.0
-------------------------------------------------------------
Fourth Quarter 2004 4.25 to 1.0
-------------------------------------------------------------
First Quarter 2005 4.25 to 1.0
-------------------------------------------------------------
Second Quarter 2005 4.25 to 1.0
-------------------------------------------------------------
Xxxxx Xxxxxxx 0000 4.25 to 1.0
-------------------------------------------------------------
Fourth Quarter 2005 4.25 to 1.0
-------------------------------------------------------------
First Quarter 2006 4.25 to 1.0
-------------------------------------------------------------
Second Quarter 2006 4.25 to 1.0
-------------------------------------------------------------
Third Quarter 2006 4.25 to 1.0
-------------------------------------------------------------
(d) Fixed Charge Coverage Ratio. Not permit the Fixed Charge
Coverage Ratio at the end of the fiscal quarters of the Lessee set
forth below to be less than the correlative ratio indicated:
------------------------------------------------------------------
Fiscal Quarter Fixed Charge Coverage Ratio
-------------- ---------------------------
------------------------------------------------------------------
Fourth Quarter 2001 2.00 to 1.0
------------------------------------------------------------------
First Quarter 2002 1.85 to 1.0
------------------------------------------------------------------
Second Quarter 2002 1.85 to 1.0
------------------------------------------------------------------
Xxxxx Xxxxxxx 0000 1.85 to 1.0
------------------------------------------------------------------
Fourth Quarter 2002 1.85 to 1.0
------------------------------------------------------------------
4
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First Quarter 2003 1.75 to 1.0
-----------------------------------------------------------------------
Second Quarter 2003 1.95 to 1.0
-----------------------------------------------------------------------
Third Quarter 2003 2.0 to 1.0
-----------------------------------------------------------------------
Fourth Quarter 2003 2.0 to 1.0
-----------------------------------------------------------------------
First Quarter 2004 2.0 to 1.0
-----------------------------------------------------------------------
Second Quarter 2004 2.0 to 1.0
-----------------------------------------------------------------------
Third Quarter 2004 2.0 to 1.0
-----------------------------------------------------------------------
Fourth Quarter 2004 2.0 to 1.0
-----------------------------------------------------------------------
First Quarter 2005 2.0 to 1.0
-----------------------------------------------------------------------
Second Quarter 2005 2.0 to 1.0
-----------------------------------------------------------------------
Third Quarter 2005 2.0 to 1.0
-----------------------------------------------------------------------
Fourth Quarter 2005 2.0 to 1.0
-----------------------------------------------------------------------
First Quarter 2006 2.0 to 1.0
-----------------------------------------------------------------------
Second Quarter 2006 2.0 to 1.0
-----------------------------------------------------------------------
Third Quarter 2006 2.0 to 1.0
-----------------------------------------------------------------------
(e) Capital Expenditures.
(i) Not make, or permit any of its Subsidiaries to make,
any Capital Expenditures that would cause the aggregate of all
such Capital Expenditures made by the Lessee and its Subsidiaries
to exceed $50,000,000 during the Fiscal Year ending December 29,
2002 and $40,000,000 during each Fiscal Year thereafter; and
(ii) Not make, or permit any of its Subsidiaries to make,
any Capital Expenditures that would cause the aggregate of all
such Capital Expenditures made by the Lessee and its Subsidiaries
to exceed $12,500,000 during any fiscal quarter of the Lessee
commencing with the fiscal quarter of the Lessee ending March 23,
2003.
Section 4. Conditions Precedent. The effectiveness of this Agreement
is subject to the satisfaction of the following conditions precedent:
(a) The Agent shall have received all of the following, in form
and substance satisfactory to the Agent:
(i) Amendment Documents. This Agreement and any other
instrument, document or certificate required by the Agent to be executed or
delivered by the Lessee or any other Person in connection with this Agreement
(the "Amendment Documents"), duly executed by each party hereto and thereto;
(ii) Consent of Majority Secured Parties. The written
consent of the Majority Secured Parties to this Agreement;
(iii) Amendment to and Waiver in connection with Lessee
Credit Agreement. (A) Copies of the amendment and waiver documents with respect
to the Lessee
5
Credit Agreement (the "Lessee Credit Agreement Amendments"), pursuant to which
(1) the financial covenants and related definitions contained in the Lessee
Credit Agreement are amended in the same manner as set forth in this Agreement
and (2) any other conforming changes to the Lessee Credit Agreement reasonably
requested by the Agent are made and (B) evidence that the Lessee Credit
Agreement Amendments have been executed and are in full force and effect;
(iv) Diligence Materials. All diligence materials
requested by the Agent; and
(v) Additional Information. Such additional documents,
instruments and information as the Agent may reasonably request to effect the
transactions contemplated hereby.
(b) Each Secured Party (other than the A-1 Lender) consenting to
this Agreement by 5:00 p.m. (EDT) on October 21, 2003 shall have received an
amendment fee of 0.125% of its Commitment.
(c) Each Credit Party's representations and warranties contained
herein and in the Operative Agreements shall be true and correct as of the date
hereof as if made on the date hereof (except for those that by their terms
specifically refer to an earlier date, which shall have been true and correct as
of such earlier date).
(d) All corporate proceedings taken in connection with the
transactions contemplated by this Agreement and all other agreements, documents
and instruments executed or delivered pursuant hereto, and all legal matters
incident thereto, shall be satisfactory to the Agent.
(e) No Default or Event of Default shall have occurred and be
continuing, after giving effect to this Agreement.
Section 5. Representations and Warranties. The Lessee hereby
represents and warrants to the Agent, the Holder and the Lenders that, as of the
date of and after giving effect to this Agreement, (a) the execution, delivery
and performance of this Agreement and any other Amendment Documents executed or
delivered in connection herewith have been authorized by all requisite corporate
action on the part of the Lessee and will not violate the Lessee's certificate
of incorporation or bylaws, (b) all representations and warranties set forth in
the Lease and in any other Operative Agreement are true and correct as if made
again on and as of such date (except those, if any, that by their terms
specifically relate only to an earlier date, which were true and correct as of
such earlier date), (c) no Default or Event of Default has occurred and is
continuing, and (d) the Lease (after giving effect to this Agreement) and all
other Operative Agreements are and remain legal, valid, binding and enforceable
obligations in accordance with the terms thereof.
Section 6. Survival of Representations and Warranties. All
representations and warranties made in this Agreement or any other Operative
Agreement shall survive the execution and delivery of this Agreement and the
other Operative Agreements, and no investigation by the
6
Agent, the Holder or the Lenders, or any closing, shall affect the
representations and warranties or the right of the Agent, the Holder and the
Lenders to rely upon them.
Section 7. Certain Waivers. None of the Agent, the Holder and any
Lender shall be liable under a claim of, and each Credit Party waives any claim
against the Agent, the Holder and the Lenders based upon, lender liability
(including, but not limited to, liability for breach of the implied covenant of
good faith and fair dealing, fraud, negligence, conversion, misrepresentation,
duress, control and interference, infliction of emotional distress and
defamation and breach of fiduciary duties) as a result of any discussions or
actions taken or not taken by the Agent, the Holder or the Lenders on or before
the date hereof or the discussions conducted pursuant hereto, or any course of
action taken by the Agent, the Holder or any Lender in response thereto or
arising therefrom. This Section 7 shall survive the execution and delivery of
this Agreement and the other Operative Agreements and the termination of the
Lease.
Section 8. Reference to Agreement. Each Operative Agreement and any
other agreements, documents or instruments now or hereafter executed or
delivered pursuant to the terms hereof or pursuant to the terms of the Lease as
amended hereby, are hereby amended so that any reference in the Operative
Agreements to the Lease or Appendix A, as applicable, whether direct or
indirect, is a reference to the Lease or Appendix A, as applicable, as amended
hereby.
Section 9. Costs and Expenses. The Lessee shall pay on demand all
reasonable costs and expenses of the Agent (including the reasonable fees, costs
and expenses of counsel to the Agent) incurred in connection with the
preparation, execution and delivery of this Agreement.
Section 10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO CONFLICT-OF-LAWS PRINCIPLES.
Section 11. Execution. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Agreement.
Section 12. Limited Effect. This Agreement relates only to the specific
matters covered herein, shall not be considered to be a waiver of any rights the
Holder or any Lender may have under the Lease (other than as expressly set forth
herein), and shall not be considered to create a course of dealing or to
otherwise obligate the Holder or any Lender to execute similar amendments or
grant any waivers under the same or similar circumstances in the future.
Section 13. Ratification By Guarantors. Each Guarantor hereby agrees to
this Agreement and acknowledges that its Guaranty remains in full force and
effect without modification thereto.
[Signature Pages Follow]
7
EXECUTION VERSION
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
LESSOR:
Xxxxx Fargo Bank Northwest, National Association,
as Owner Trustee under S&F Trust 1998-1
By: /s/ Xxx X. Xxxxx
-----------------------------------
Name: Xxx X. Xxxxx
---------------------------------
Title: Vice President
--------------------------------
LESSEE:
Smart & Final Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Senior Vice President &
--------------------------------
Chief Financial Officer
--------------------------------------
[Amendment Agreement No. 7]
A-2 LENDER, B LENDER AND HOLDER:
Casino USA, Inc.
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
---------------------------------
Title: President
--------------------------------
A-2 LENDER:
GMAC Commercial Finance, LLC,
successor by merger to GMAC Business Credit, LLC
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------
Title: Vice President
--------------------------------
A-2 LENDER:
Natexis Banques Populaires
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxx X. van Tulder
----------------------------------- -----------------------------------
Name: Xxxx Xxxxxx Name: Xxxxxx X. van Tulder
--------------------------------- ---------------------------------
Title: Vice President Title: Vice President And Manager
-------------------------------- --------------------------------
Multinational Group
--------------------------------
A-2 LENDER:
BNP Paribas
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxxx X. Xxxxx
----------------------------------- -----------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxx
--------------------------------- ---------------------------------
Title: Managing Director Title: Managing Director
-------------------------------- --------------------------------
A-2 LENDER AND AGENT:
Cooperative Centrale Raiffeisen-Boerenleenbank B.A.
"Rabobank Nederland," New York Branch
By: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxx Xxxxx
----------------------------------- -----------------------------------
Name: Xxxxxxxx X. Xxxxx Name: Xxx Xxxxx
--------------------------------- ---------------------------------
Title: Executive Director Title: Managing Director
-------------------------------- --------------------------------
[Amendment Agreement No. 7]
B LENDER:
Transamerica Equipment Financial Services Corporation
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------
Title: Vice President
--------------------------------
[Amendment Agreement No. 7]
GUARANTOR:
American Foodservice Distributors
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------------
Title: Senior Vice President &
--------------------------------------
Chief Financial Officer
--------------------------------------------
GUARANTOR:
Smart & Final Stores Corporation
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------------
Title: Senior Vice President &
--------------------------------------
Chief Financial Officer
--------------------------------------------
GUARANTOR:
Smart & Final Oregon, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------------
Title: Senior Vice President &
--------------------------------------
Chief Financial Officer
--------------------------------------------
GUARANTOR:
Port Stockton Food Distributors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------------
Title: Senior Vice President - Finance
--------------------------------------
GUARANTOR:
Amerifoods Trading Company
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------------
Title: Senior Vice President &
--------------------------------------
Chief Financial Officer
--------------------------------------------
[Amendment Agreement No. 7]
GUARANTOR:
Casino Frozen Foods, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------------
Title: Senior Vice President &
--------------------------------------
Chief Financial Officer
--------------------------------------------
GUARANTOR:
XxxxXxxxxxxXxxxxxxxxxx.Xxx, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------------
Title: Senior Vice President &
--------------------------------------
Chief Financial Officer
--------------------------------------------
GUARANTOR:
Xxxx Produce International, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------------
Title: Senior Vice President &
--------------------------------------
Chief Financial Officer
--------------------------------------------
GUARANTOR:
HL Holding Corporation
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------------
Title: Senior Vice President &
--------------------------------------
Chief Financial Officer
--------------------------------------------
[Amendment Agreement No. 7]
