1
EXHIBIT 10.48
AGREEMENT RE: INTERCREDITOR AGREEMENT
Reference is hereby made to that certain Intercreditor Agreement dated
August 1, 1995 (the "Intercreditor Agreement"), by and among Bank of America,
National Association, the successor to Bank of America National Trust and
Savings Association, as "Lender", and each of Teachers Insurance and Annuity
Association of America, Transamerica Life Insurance & Annuity Company,
Transamerica Occidental Life Insurance Company, and New England Mutual Life
Insurance Company collectively as "Noteholders". Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings ascribed
thereto in the Intercreditor Agreement.
The Intercreditor Agreement was executed in connection with extensions
of credit by the Noteholders and the Lender to Xxxxxxxx-Sonoma, Inc., a
California corporation (the "Company"), and provides, among other things, for
the pro rata sharing of certain payments under guaranties provided by the
subsidiaries of the Company for the Company's indebtedness to the Noteholders,
the Lender and other lenders.
The undersigned, Firstar Bank NA ("Firstar") proposes to enter into an
Amended and Restated Credit Agreement dated as of August 23, 2000 (the "Credit
Agreement"), with the Company pursuant to which various lenders, including
Firstar, will provide the Company with a revolving credit facility of up to
$200,000,000, which Credit Agreement will be guaranteed by the Company's
subsidiaries (said guaranties being hereafter referred to individually as a
"Syndicated Credit Agreement Subsidiary Guaranty", and collectively as the
"Syndicated Credit Agreement Subsidiary Guaranties").
Firstar hereby acknowledges that it has received a copy of the
Intercreditor Agreement, has reviewed same and is familiar with all of the terms
and provisions thereof.
By execution hereof, Firstar hereby agrees (i) to be bound by all of the
terms and provisions of the Intercreditor Agreement with respect to payments
under any Syndicated Credit Agreement Subsidiary Guaranty, (ii) that each
Syndicated Credit Agreement Subsidiary Guaranty shall constitute a "Subsidiary
Guaranty" under and as defined in the Intercreditor Agreement, (iii) that all
principal of, premium, if any, and interest on, the loans made under and
pursuant to the Credit Agreement and any other obligations of the Company under
the Credit Agreement which are guaranteed by the Syndicated Credit Agreement
Subsidiary Guaranties shall be "Subject Obligations" under and as defined in the
Intercreditor Agreement, (iv) that the Credit Agreement shall be a "Bank Credit
Agreement" under and as defined in the Intercreditor Agreement, (v) that loans
made under the Credit Agreement shall be "Loans" under and as defined in the
Intercreditor Agreement, and (vi) that Firstar shall be and become a "Creditor"
under and as defined in the Intercreditor Agreement.
Any notices under the Intercreditor Agreement shall be delivered to
Firstar at the following address:
AGREEMENT RE: INTERCREDITOR AGREEMENT
(Firstar Bank NA) - Page 1
2
Firstar Bank NA
Xxx Xxxxxxx Xxxxx
Xxxx 00-0
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxx, Banking Officer
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
FIRSTAR BANK NA
By: /s/ XXXXXXX X. XXXXX
------------------------------------
Name: XXXXXXX X. XXXXX
----------------------------------
Title: SENIOR VICE PRESIDENT
---------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by Firstar, and confirms and reaffirms
its obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By:
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(Firstar Bank NA) - Page 2
3
Firstar Bank NA
Xxx Xxxxxxx Xxxxx
Xxxx 00-0
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxx, Banking Officer
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
FIRSTAR BANK NA
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by Firstar, and confirms and reaffirms
its obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ XXXXXXX XXXX
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(Firstar Bank NA) - Page 2
4
Union Bank of California, N.A.
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx, Senior Vice President & Manager
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
UNION BANK OF CALIFORNIA, N.A.
By: /s/ J. XXXXXXX XXXXXX
------------------------------------
Name: J. XXXXXXX XXXXXX
----------------------------------
Title: VICE PRESIDENT
---------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by UBC, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ XXXXXXX XXXX
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(Union Bank of California, N.A.) - Page 2
5
National City Bank
0 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. XxXxxxxxx, Senior Vice President
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
NATIONAL CITY BANK
By: /s/ XXXXXX X. XXXXXXXXX
------------------------------------
Name: XXXXXX X. XXXXXXXXX
----------------------------------
Title: SENIOR VICE PRESIDENT
---------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by NCB, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By:
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(National City Bank) - Page 2
6
National City Bank
0 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. XxXxxxxxx, Senior Vice President
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
NATIONAL CITY BANK
By:
------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by NCB, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ XXXXXXX XXXX
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(National City Bank) - Page 2
7
The Chase Manhattan Bank
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx, Vice President
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
THE CHASE MANHATTAN BANK
By: /s/ XXXXXXX X. XXXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXXX
----------------------------------
Title: VICE PRESIDENT
---------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by Chase, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By:
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(The Chase Manhattan Bank) - Page 2
8
The Chase Manhattan Bank
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx, Vice President
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
THE CHASE MANHATTAN BANK
By:
------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by Chase, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ XXXXXXX XXXX
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(The Chase Manhattan Bank) - Page 2
9
BNP Paribas
000 Xxxxxxxxxx Xx.
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxx, Vice President
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
BNP PARIBAS
By: /s/ XXXX XXXXXXXXX
------------------------------------
Name: XXXX XXXXXXXXX
-----------------------------------
Title: VICE PRESIDENT
INTERNATIONAL DIVISION MANAGER
----------------------------------
By: /s/ XXXXX XXXXX
------------------------------------
Name: XXXXX XXXXX
-----------------------------------
Title: VICE PRESIDENT
----------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by BNP, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By:
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(BNP Paribas) - Page 2
10
BNP Paribas
000 Xxxxxxxxxx Xx.
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxx, Vice President
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
BNP PARIBAS
By:
------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
By:
------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by BNP, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ XXXXXXX XXXX
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(BNP Paribas) - Page 2
11
Xxxxx Fargo Bank, N.A.
000 Xxxxxxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxx, Relationship Manager
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
XXXXX FARGO BANK, N.A.
By: /s/ XXXX XXXXXX /s/ XXX XXXXXX
------------------------------------
Name: XXXX XXXXXX XXX XXXXXX
-----------------------------------
Title: ASSISTANT VICE VICE PRESIDENT
PRESIDENT
----------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by Xxxxx Fargo, and confirms and
reaffirms its obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By:
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(Xxxxx Fargo Bank, N.A.) - Page 2
12
Xxxxx Fargo Bank, N.A.
000 Xxxxxxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxx, Relationship Manager
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
XXXXX FARGO BANK, N.A.
By:
------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by Xxxxx Fargo, and confirms and
reaffirms its obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ XXXXXXX XXXX
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(Xxxxx Fargo Bank, N.A.) - Page 2
13
First Union National Bank
Xxxxxxx Building, 12th Floor
0 Xxxxx Xxxx Xxxxxx XX0000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxx Xxx, Vice President
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
FIRST UNION NATIONAL BANK
By: /s/ XXXXXXX X. XXXX
------------------------------------
Name: XXXXXXX X. XXXX
-----------------------------------
Title: VICE PRESIDENT
----------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by FUNB, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By:
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(First Union National Bank) - Page 2
14
First Union National Bank
Xxxxxxx Building, 12th Floor
0 Xxxxx Xxxx Xxxxxx XX0000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxx Xxx, Vice President
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
FIRST UNION NATIONAL BANK
By:
------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by FUNB, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ XXXXXXX XXXX
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(First Union National Bank) - Page 2
15
The Bank of New York
Corporate Banking Sector
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx Xxxx Fuiks, Vice President
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
THE BANK OF NEW YORK
By: /s/ XXXXXXXXX XXXX XXXXX
------------------------------------
Name: XXXXXXXXX XXXX FUIKS
-----------------------------------
Title: VICE PRESIDENT
----------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by BNY, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By:
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(The Bank of New York) - Page 2
16
The Bank of New York
Corporate Banking Sector
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx Xxxx Fuiks, Vice President
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
THE BANK OF NEW YORK
By:
------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by BNY, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ XXXXXXX XXXX
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(The Bank of New York) - Page 2
17
Fleet National Bank
000 Xxxxxxx Xxxxxx
Mail Code: MA DE 10008E
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxx, Managing Director
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
FLEET NATIONAL BANK
By: /s/ XXXXX X. XXXXXXXX
------------------------------------
Name: XXXXX X. XXXXXXXX
-----------------------------------
Title: MANAGING DIRECTOR
----------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by Fleet, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By:
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(Fleet National Bank) - Page 2
18
Fleet National Bank
000 Xxxxxxx Xxxxxx
Mail Code: MA DE 10008E
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxx, Managing Director
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
FLEET NATIONAL BANK
By:
------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by Fleet, and confirms and reaffirms its
obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ XXXXXXX XXXX
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(Fleet National Bank) - Page 2
19
Bank of America, National Association
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxx, Vice President
The signatories hereto may execute this agreement in separate
counterparts, all of which will constitute one and the same instrument when
taken together.
Executed as of this 23rd day of August, 2000.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ XXXXXXX XXXX
------------------------------------
Xxxxxxx Xxxx
Vice President
Bank of America, National Association, the successor to Bank of America
National Trust and Savings Association, as Lender under the Intercreditor
Agreement and as the administrative agent under the Credit Agreement, hereby
acknowledges the foregoing undertaking by Bank of America, and confirms and
reaffirms its obligations under the Intercreditor Agreement.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ XXXXXXX XXXX
------------------------------------
Xxxxxxx Xxxx
Vice President
AGREEMENT RE: INTERCREDITOR AGREEMENT
(Bank of America, National Association) - Page 2
20
Further, each of the undersigned hereby acknowledges and agrees to the
foregoing:
XXXXXXXX-SONOMA, INC.
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: XXXXXX X. XXXXXXXX
-------------------------------
Title: VP FINANCE
------------------------------
XXXXXXXX-SONOMA STORES, INC.
/s/ XXXXX XXXXXXXX By: /s/ XXXXXX X. XXXXXXXX
Xxxxx Xxxxxxxx --------------------------------
Manager Name: XXXXXX X. XXXXXXXX
-------------------------------
Title: VP FINANCE
------------------------------
XXXXXXXX-SONOMA STORES, LLC
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: XXXXXX X. XXXXXXXX
-------------------------------
Title: VP FINANCE
------------------------------
HOLD EVERYTHING, INC.
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: XXXXXX X. XXXXXXXX
-------------------------------
Title: VP FINANCE
------------------------------
POTTERY BARN, INC.
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: XXXXXX X. XXXXXXXX
-------------------------------
Title: VP FINANCE
------------------------------
Page 3
21
POTTERY BARN KIDS, INC.
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: XXXXXX X. XXXXXXXX
-------------------------------
Title: VP FINANCE
------------------------------
XXXXXXXX CATALOG COMPANY, INC.
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: XXXXXX X. XXXXXXXX
-------------------------------
Title: VP FINANCE
------------------------------
XXXXXXXX-SONOMA RETAIL SERVICES, INC.
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: XXXXXX X. XXXXXXXX
-------------------------------
Title: VP FINANCE
------------------------------
XXXXXXXX-SONOMA DIRECT, INC.
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: XXXXXX X. XXXXXXXX
-------------------------------
Title: VP FINANCE
------------------------------
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