EXHIBIT 10.10
AMENDMENT AND JOINDER AGREEMENT
This AMENDMENT AND JOINDER AGREEMENT (this "Joinder Agreement"), dated as
of June 2, 2005, by Crosstown Traders, Inc., a Delaware corporation
("Crosstown"), Figi's Inc., a Wisconsin corporation ("Figi's"), Arizona Mail
Order Company, Inc., a Delaware corporation ("Arizona"), Bedford Fair Apparel,
Inc., a Delaware corporation ("Bedford"), Figi's Business Services, Inc., a
Wisconsin corporation ("Figi's BSI"), Figi's Gifts, Inc., a Wisconsin
corporation ("Figi's Gifts"), Figi's Mail Order Gifts, Inc., a Wisconsin
corporation ("Figi's MOGI"), LM&B Catalog, Inc., a Delaware corporation
("LM&B"), Monterey Bay Clothing Company, Inc., a Delaware corporation
("Monterey") and PC Flowers & Xxxxx.xxx LLC, a Delaware limited liability
company ("PC Flowers" and together with Crosstown, Figi's, Arizona, Bedford,
Figi's BSI, Figi's Gifts, Figi's MOGI, LM&B and Monterey, collectively, the
"Crosstown Companies", and individually, a "Crosstown Company"), in favor of
Wachovia Bank, National Association, successor by merger to Congress Financial
Corporation, in its capacity as Administrative Agent, Collateral Agent and Joint
Bookrunner (in such capacities, "Agent") for the Lenders (as hereinafter
defined), and the financial institutions from time to time party 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, Charming Shoppes, Inc., a Pennsylvania corporation ("Parent"),
Charming Shoppes of Delaware, Inc., a Pennsylvania corporation ("CS Delaware"),
CSI Industries, Inc., a Delaware corporation ("CSI"), FB Apparel, Inc., an
Indiana corporation ("FB Apparel"), Catherines Stores Corporation, a Tennessee
corporation ("Catherines"), and Lane Xxxxxx, Inc., a Delaware corporation ("LB",
and, together with Parent, CS Delaware, CSI, FB Apparel and Catherines
hereinafter referred to each individually, as a "Borrower" and collectively, as
"Borrowers"), Agent and Lenders have entered into financing arrangements
pursuant to which Agent and Lenders have made and may make loans and advances
and provide other financial accommodations to Borrowers as set forth in the
Amended and Restated Loan and Security Agreement, dated January 29, 2004, by and
among Borrowers, CS Delaware, in its capacity as agent for itself as a Borrower
and for the other Borrowers ("Borrowers' Agent"), Agent and Lenders (as the same
now exists and as may hereafter be further amended, modified, supplemented,
extended, renewed, restated or replaced, the "Loan Agreement", and together with
all agreements, documents and instruments at any time executed and/or delivered
in connection therewith or related thereto, as from time to time amended,
modified, supplemented, extended, renewed, restated or replaced, collectively,
the "Financing Agreements"); Capitalized terms not otherwise defined herein
shall have the respective meanings ascribed thereto in the Loan Agreement;
WHEREAS, pursuant to the Consent Agreement, dated May 18, 2005, among
Agent, Required Lenders, Borrowers and Borrowers' Agent (the "Consent"), Agent
and Required Lenders consented to the consummation of the acquisition by
Chestnut Acquisition Sub, Inc., a Delaware corporation ("Chestnut"), a
wholly-owned Subsidiary of Parent, of one hundred (100%) percent of the Capital
Stock of Crosstown on the terms set forth therein; and
WHEREAS, in furtherance of the Consent, Required Lenders have authorized
Agent to join each of the Crosstown Companies as Borrowers under the Loan
Agreement and the other Financing Agreements, subject to the terms and
conditions contained herein and in the Financing Agreements; and
NOW THEREFORE, in consideration of the foregoing, and the respective
agreements and covenants contained herein, the parties hereto agree as follows:
1. Joinder. Each of the Crosstown Companies, by its signature below hereby
joins in and agrees to be bound by each and all of the provisions of the Loan
Agreement as Borrowers and the Amended and Restated Guarantee, dated as of
January 29, 2004, by Borrowers and Guarantors in favor of Agent and Lenders (the
"Guarantee"), and, in so doing, hereby becomes a Borrower under the Loan
Agreement. In addition, each of Chestnut, Crosstown, Figi's and Arizona, by its
signature below hereby joins in and agrees to be bound by each and all of the
provisions of the Shared Pledge Agreement, dated as of August 16, 2001, by
certain Borrowers and Guarantors in favor of Agent and Lenders (the "Pledge
Agreement"), and, in so doing, hereby becomes a Shared Subsidiary Pledgor under
the Pledge Agreement. Without limiting the generality of the foregoing, each of
the Crosstown Companies, as a Borrower, hereby: (a) grants to Agent, pursuant to
Section 5 of the Loan Agreement, a continuing security interest in and lien upon
all currently existing and hereafter acquired or arising Collateral (as such
term is defined in the Loan Agreement) other than Crosstown Securitization
Program Assets to secure the Obligations, provided, that, notwithstanding the
foregoing, Collateral shall include any interests which any Borrower or
Guarantor may acquire from Catalog Seller in any returned, repossessed or
foreclosed goods and/or merchandise the sale of which gave rise to a Crosstown
Securitized Receivable that constitutes a Crosstown Securitization Related Asset
and any Crosstown Securitized Receivables that are at any time repurchased by
any Borrower or Guarantor pursuant to the terms of the Crosstown Securitization
Transaction; (b) grants to Agent, pursuant to Section 2 of the Pledge Agreement,
a continuing security interest in and lien upon all currently existing and
hereafter acquired or arising Collateral (as defined in the Pledge Agreement)
other than Crosstown Securitization Program Assets to secure the Obligations;
(c) absolutely and unconditionally guarantees the payment of the Obligations to
Agent and Lenders pursuant to the Guarantee; and (d) agrees to be bound by the
covenants, representations, warranties, obligations, terms, conditions and other
provisions of the Loan Agreement, the Guarantee, the Pledge Agreement, the other
Financing Agreements and each other document to which a Person constituting a
Borrower is a party mutatis mutandis, and in furtherance thereof, makes all of
the representations and warranties set forth in the Loan Agreement, as amended
hereby, to the extent relating to such Crosstown Company, excluding
representations and warranties which specifically relate to an earlier date.
2. Amendments to Loan Agreement
(a) Additional Definitions. As used herein, in the Loan Agreement or
in any of the other Financing Agreements, the following terms shall have
the meanings given to them below, and the Loan Agreement shall be deemed
and is hereby amended to include, in addition and not in limitation, the
following definitions in their proper alphabetical order:
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"Catalog Seller" shall mean Catalog Seller LLC, a Delaware
limited liability company, and its successors and assigns.
"Crosstown Originators" shall mean, collectively, Crosstown
Traders, Inc., its Subsidiaries (other than the Figi Companies) and
their respective successors and assigns; each sometimes being referred
to herein individually as a "Crosstown Originator".
"Crosstown Originator Accounts" shall mean revolving charge
accounts maintained by a Crosstown Originator, including accounts that
have been written off as uncollectible.
"Crosstown Securitization Program Assets" means (a) all Crosstown
Securitized Receivables, (b) all Crosstown Securitization Related
Assets, and (c) all collections (including recoveries) and other
proceeds of the assets described in the foregoing clauses; provided,
that, Crosstown Securitization Program Assets shall not include
Crosstown Securitized Receivables that are at any time repurchased by
any Borrower or Guarantor in accordance with the terms of the
Crosstown Securitization Transaction.
"Crosstown Securitization Transaction" shall mean the transaction
or series of transactions (whether on-balance sheet or off-balance
sheet, in the form of a sale, a loan or other transaction) entered
into by the Crosstown Originators pursuant to which the Crosstown
Originators may (directly or indirectly) sell, convey or otherwise
transfer to Catalog Seller, or may grant a security interest in, any
Crosstown Securitization Program Assets (whether now existing or
arising in the future).
"Crosstown Securitized Receivables" means all rights to payment
of a Crosstown Originator in respect of Crosstown Originator Accounts,
whether constituting finance charges, amounts billed in respect of
purchases of merchandise or services, credit insurance premiums,
rights to interchange, returned check or other charges, fees or other
amounts.
"Crosstown Securitization Related Assets" means with respect to
Crosstown Securitized Receivables: (a) any rights, remedies, powers
and privileges with respect to the Crosstown Securitized Receivables
(including rights in respect of Liens securing such Crosstown
Securitized Receivables and other credit support in respect of such
Crosstown Securitized Receivables), (b) all funds received from or on
behalf of the obligors thereon, or applied to amounts owed by such
obligors (including without limitation insurance payments and proceeds
of sale or other disposition of Crosstown Securitized Receivables),
(c) all contracts, books and records that relate to the Crosstown
Securitized Receivables, (d) any proceeds of such Crosstown
Securitized Receivables and any lockboxes or accounts in which such
proceeds are deposited, (e) any warranty, indemnity,
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dilution and other intercompany claim arising out of the documents
pursuant to which Crosstown Securitized Receivables are securitized
and (f) other assets of Crosstown Originators which are customarily
transferred or in respect of which Liens are customarily granted in
connection with asset securitization transactions involving accounts
receivable; provided, that, the Crosstown Securitization Related
Assets shall not include any interests which any Borrower or Guarantor
may acquire from Catalog Seller in any returned, repossessed or
foreclosed goods and/or merchandise the sale of which gave rise to a
Crosstown Securitized Receivable that constitutes a Crosstown
Securitization Related Asset.
"Figi Companies" shall mean collectively, Figi's Inc., its
Subsidiaries and their respective successors and assigns.
(b) Amendment to Definition of Excluded Subsidiaries. The definition
of Excluded Subsidiaries set forth in Section 1.73 of the Loan Agreement is
hereby amended to include GHR Investment Corp., a Minnesota corporation,
and GHR Systems, Inc., a Pennsylvania corporation, each an indirect
Subsidiary of Crosstown.
(c) Excluded Collateral. Section 5.2 of the Loan Agreement is hereby
amended by inserting the following prior to the period at the end of such
Section:
"and (i) all Crosstown Securitization Program Assets".
(d) Events of Default. Section 10.1(q) of the Loan Agreement is hereby
amended by inserting the following prior to the semicolon at the end of
such Section:
"or Catalog Seller shall fail to (x) make settlements in an
aggregate amount in excess of $5,000,000 on each Business Day and such
failure shall continue for five (5) consecutive Business Days (except
for delays arising solely from force majeure, in which case such
failure to make settlements on each Business Day shall not continue
for more than eight (8) Business Days) with respect to amounts owed to
Crosstown pursuant to the Crosstown Securitization Transaction or (y)
remit to Crosstown all funds it receives in respect of amounts owed to
Crosstown pursuant to the Crosstown Securitization Transaction no
later than the same Business Day it receives such funds"
3. Crosstown Securitization Transaction.
(a) In furtherance of the Consent, the parties hereto acknowledge that
(i) the Crosstown Originators are the originators of the Crosstown
Securitized Receivables, (ii) the Crosstown Originators (other than
Crosstown) will transfer Crosstown Securitization Program Assets to
Crosstown, and Crosstown will in turn transfer Crosstown Securitization
Program Assets to Catalog Seller, on a continuous basis pursuant to the
terms of the Crosstown Securitization Transaction, so that new Crosstown
Securitization Program Assets are transferred concurrently with their
origination, (iii) Catalog Seller will pay Crosstown for such Crosstown
Securitization Program Assets as soon as cash is made available to it for
such purposes under the
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terms of the related securitization documents, taking into account the
required allocation of collections to investors in the Crosstown
Securitization Transaction and the fact that new receivables may be
originated at a rate that is faster or slower than the rate at which
collections are received, and (iv) Catalog Seller will not have a security
interest in or lien upon any assets or properties of the Crosstown
Originators other than the Crosstown Securitization Program Assets.
(b) The parties hereto hereby agree that (i) Borrowers shall cause the
securitization investors in the Crosstown Securitization Program Assets
(the "Crosstown Securitization Investors") to agree, for the benefit of
Agent, that Agent shall have reasonable access to any books and records of
Borrowers, and use any equipment (including data processing equipment) of
Borrowers, that may be in the possession or control of the Crosstown
Securitization Investors during reasonable business hours, at the expense
of Agent and Lenders (for the account of the Borrowers) and without any
obligation to pay rent or compensation to Borrowers or the Crosstown
Securitization Investors, to the extent necessary to enforce its rights and
remedies pursuant to the Loan Agreement in respect of the Collateral, and
(ii) to the extent such an agreement is obtained by Borrowers, the parties
hereto shall agree that the Crosstown Securitization Investors may have
reasonable access to any books and records of Borrowers, and to use any
equipment (including data processing equipment) of Borrowers, that may be
in the possession or control of Agent or any Lender during reasonable
business hours, at their own expense but without any obligation to pay rent
or compensation to Borrowers, Agent or Lenders, to the extent necessary to
service and collect upon the Crosstown Securitization Program Assets. Any
expenses incurred by Agent and Lenders hereunder shall constitute
additional Obligations.
4. Conditions Precedent. The joinder of the Crosstown Companies provided
for herein shall be effective as of the date hereof, but only upon the
satisfaction of each of the following conditions precedent, in a manner
reasonably satisfactory to Agent:
(a) Agent shall have received a counterpart of this Joinder Agreement,
duly executed and delivered by each Crosstown Company;
(b) Agent shall have received, in form and substance reasonably
satisfactory to Agent, all releases, terminations and such other documents
as Agent may reasonably request to evidence and effectuate the termination
by Bank of America, NA, CapitalSource Finance LLC, X.X. Xxxxxx Partners
(SBIC), LLC and X.X. Xxxxxx Partners (23A SBIC), L.P. of their respective
financing arrangements with the Crosstown Companies and the termination and
release by it or them, as the case may be, of any interest in and to any
assets and properties of each Crosstown Company, duly executed (if
applicable) and delivered by it or each of them, including, but not limited
to, (i) UCC termination statements for all UCC financing statements
previously filed by it or any of them or their predecessors, as secured
party and any Crosstown Company, as debtor; (ii) releases of trademarks,
patents and copyrights previously filed by it or any of them or their
predecessors against any Crosstown Company, and (iii) satisfactions and
discharges of any mortgages, deeds of trust or deeds to secure debt by any
Crosstown Company in favor of it or any of them, in form acceptable for
recording with the appropriate Governmental Authority;
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(c) Agent shall have received, in form and substance satisfactory to
Agent, evidence that Agent will have a valid perfected first priority
security interest in all of the Collateral of each Crosstown Company upon
the filing of UCC financing statements naming Agent, as secured party, and
each Crosstown Company, as debtor, and a valid perfected first priority
security interest in all of the Collateral of each Crosstown Company
constituting deposit accounts (other than the deposit accounts listed on
Schedule 1 hereto) upon the execution and delivery of the Crosstown Blocked
Account Agreements (as hereinafter defined);
(d) Agent shall have received originals of the stock certificates
representing all of the issued and outstanding shares of the Capital Stock
of Chestnut and each Crosstown Company, in each case together with stock
powers duly executed in blank with respect thereto;
(e) Agent shall have received, in form and substance reasonably
satisfactory to Agent, each of the following (collectively, the "Trademark
Agreements"): (i) the Trademark Collateral Assignment and Security
Agreement among Figi's, Figi's BSI, Figi's Gifts, Figi's MOGI and Agent,
duly executed and delivered by Figi's, Figi's BSI, Figi's Gifts and Figi's
MOGI and (ii) the Trademark Collateral Assignment and Security Agreement
among Arizona, Bedford, LM&B, Monterey and Agent, duly executed and
delivered by Arizona, Bedford, LM&B and Monterey;
(f) Agent shall have received, in form and substance reasonably
satisfactory to Agent, each of the following (collectively, the "Copyright
Agreements"): (i) the Copyright Collateral Assignment and Security
Agreement among Figi's, Figi's BSI, Figi's Gifts, Figi's MOGI and Agent,
duly executed and delivered by Figi's, Figi's BSI, Figi's Gifts and Figi's
MOGI and (ii) the Copyright Collateral Assignment and Security Agreement
among Arizona, Bedford, LM&B, Monterey and Agent, duly executed and
delivered by Arizona, Bedford, LM&B and Monterey;
(g) Agent shall have received, in form and substance reasonably
satisfactory to Agent, the Collateral Assignment of Acquisition Agreements,
by Chestnut and Parent in favor of Agent and Lenders, duly executed and
delivered by Chestnut and Parent;
(h) Agent shall have received, in form and substance reasonably
satisfactory to Agent, a Secretary's Certificate for each Crosstown
Company;
(i) Agent shall have received, in form and substance reasonably
satisfactory to Agent, good standing certificates (or its equivalent) for
Chestnut and each Crosstown Company from the Secretary of State (or
comparable official) of the jurisdiction of incorporation or formation of
Chestnut and each Crosstown Company and each jurisdiction in which Chestnut
and each Crosstown Company is authorized to transact business;
(j) Agent shall have received UCC, Federal and State tax lien and
judgment lien search results against Chestnut and each Crosstown Company in
all relevant jurisdictions, as determined by Agent, which search results
shall be in form and substance reasonably satisfactory to Agent;
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(k) Agent shall have received, in form and substance reasonably
satisfactory to Agent, true, correct and complete copies of the Stock
Purchase Agreement described in the Consent and the other agreements,
documents and instruments to be executed and/or delivered by any Borrower
or Guarantor in connection therewith or related thereto (collectively, the
"Acquisition Documents");
(l) Agent shall have received for the Crosstown Companies, in form and
substance satisfactory to Agent, evidence of insurance and loss payee
endorsements required under the Loan Agreement and under the other
Financing Agreements and certificates of insurance policies and/or
endorsements naming Agent as loss payee; and
(m) Agent shall have received, in form and substance reasonably
satisfactory to Agent, such opinion letters of counsel to the Crosstown
Companies with respect to the Joinder Documents (as hereinafter defined),
the Acquisition Documents and such other matters as Agent may reasonably
request.
5. Representations, Warranties and Covenants. Each of the Crosstown
Companies, jointly and severally, represents, warrants and covenants with and to
Agent and Lenders as follows, which representations, warranties and covenants
are continuing and shall survive the execution and delivery hereof, and the
truth and accuracy of, or compliance with each, together with the
representations, warranties and covenants in the other Financing Agreements,
being a continuing condition of the making of Loans by Lenders to Borrowers:
(a) within sixty (60) days of the date hereof (or such later date as
Agent may in its discretion agree in writing), Borrowers shall deliver to
Agent, in form and substance reasonably satisfactory to Agent, Collateral
Access Agreements, between each Crosstown Company and any lessor of
premises to any Crosstown Company, or any other person to whom any
Collateral is consigned or who has custody, control or possession of any
such Collateral or is otherwise the owner or operator of any premises on
which any of such Collateral is located (excluding Retail Store locations
and any office location which is not a chief executive office), in each
case duly executed and delivered by such Crosstown Company and such lessor
or other person;
(b) within sixty (60) days of the date hereof (or such later date as
Agent may agree in writing), Borrowers shall deliver to Agent, in form and
substance reasonably satisfactory to Agent, Deposit Account Control
Agreements by and among Agent, each Crosstown Company and each of Bank of
America, NA, XX Xxxxxx Xxxxx Xxxx, Xxxxx Xxxxx Xxxx, XX, Xxxxxxx & Ilsey
and any other bank at which a Blocked Account of a Crosstown Company is
maintained, in each case duly executed and delivered by such Crosstown
Company and such bank (collectively, the "Crosstown Blocked Account
Agreements");
(c) within sixty (60) days of the date hereof (or such later date as
Agent may agree in writing), Borrowers shall deliver to Agent, in form and
substance reasonably satisfactory to Agent, (i) Credit Card Acknowledgments
by any Credit Card Issuer or Credit Card Processor which is a party to a
Credit Card Agreement with any Crosstown Company, in each case duly
executed and delivered by such Crosstown Company and such Credit Card
Issuer
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or Credit Card Processor in favor of Agent and (ii) a Credit Card
Acknowledgment duly executed and delivered by Crosstown and Catalog Seller
in favor of Agent;
(d) the execution, delivery, and performance of this Joinder
Agreement, the other Joinder Documents and any other Financing Agreements
to which any Crosstown Company is party are within its corporate or limited
liability powers, as the case may be, and have been duly authorized by all
necessary corporate or limited liability company action, and do not and
will not (i) violate any provision of federal, state, or local law or
regulation, organizational documents Agreement of such Crosstown Company,
or any order, judgment, or decree of any court or other Governmental
Authority binding on such Crosstown Company, (ii) conflict with, result in
a breach of, or constitute (with due notice or lapse of time or both) a
default under any Material Contract of such Crosstown Company, (iii) result
in or require the creation or imposition of any Lien of any nature
whatsoever upon any properties or assets of such Crosstown Company or any
other Borrower and Guarantor, other than the Permitted Liens, or (iv)
require any approval of the holders of the Capital Stock of such Crosstown
Company, or any approval or consent of any Person under any Material
Contract of such Crosstown Company, other than those already obtained prior
to the effective date hereof;
(e) this Joinder Agreement and the other agreements, documents and
instruments to be executed and/or delivered by any Borrower or Guarantor in
connection herewith or related hereto (together with this Joinder
Agreement, collectively, the "Joinder Documents") and any and all other
Financing Agreements to which such Crosstown Company is made party
hereunder constitute its legal, valid, and binding obligations, enforceable
against each of the Crosstown Companies in accordance with their respective
terms;
(f) the chief executive office and federal taxpayer identification
number of each Crosstown Company is as is set forth on Schedule 2 hereto;
(g) each other representation and warranty applicable to such
Crosstown Company as a Person comprising a Borrower under the Financing
Agreements is and will be true and correct as of the date hereof, excluding
any representations and warranties which specifically relate to an earlier
date; and
(h) as of the date of this Joinder Agreement, and after giving effect
to the provisions of the Joinder Documents and the Acquisition Documents,
no Default or Event of Default exists or has occurred and is continuing.
6. Binding Effect. This Joinder Agreement is binding upon and enforceable
against each of the Crosstown Companies, Agent and Lenders and their successors
and assigns and shall inure to the benefit of and may be enforced Agent and
Lenders and their respective successors and assigns.
7. Financing Agreement References.
(a) This Joinder Agreement is a Financing Agreement.
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(b) Each reference in the Financing Agreements to "Borrower",
"Obligor", "Guarantor", "Shared Subsidiary Pledgor" or words of like import
referring to a person composing a Borrower shall include and refer to each
of the Crosstown Companies.
(c) Each reference in the Guarantee and the other Financing Agreements
to this "Agreement", "hereunder", "herein", "hereof', "thereunder",
"therein", "thereof', or words of like import referring to the Loan
Agreement, the Guarantee, the Pledge Agreement, or any other Financing
Agreement shall mean and refer to each such agreement as supplemented by
this Joinder Agreement.
8. Further Assurances. Each of the Crosstown Companies shall execute and
deliver to Agent all financing statements, continuation financing statements,
security agreements, chattel mortgages, pledges, assignments, supplements in
respect of any of the foregoing, endorsements of certificates of title,
applications for title, affidavits, reports, notices, schedules of accounts,
letters of authority, and all other documents that Agent may reasonably request,
in accordance with the terms of the Financing Agreements, to perfect and
continue perfected Agent's security interests in the Collateral and in order to
fully consummate all of the transactions contemplated under this Joinder
Agreement, the Consent and the other Financing Agreements.
9. Governing Law. The validity, interpretation and enforcement of this
Joinder Agreement and any dispute relating thereto arising out of the
relationship between the parties hereto, whether in contract, tort, equity or
otherwise, shall be governed by the internal laws of the State of New York
without regard to principles of conflicts of laws, but excluding any rule of law
that would cause the application of the law of any jurisdiction other than the
laws of the State of New York.
10. Counterparts. This Joinder Agreement 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 Joinder Agreement by telefacsimile shall have the same force
and effect as the delivery of an original executed counterpart of this Joinder
Agreement. Any party delivering an executed counterpart of this Joinder
Agreement by telefacsimile shall also deliver an original executed counterpart,
but the failure to do so shall not affect the validity, enforceability or
binding effect of such agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Joinder
Agreement, as of the date first above written.
CROSSTOWN TRADERS, INC.
By:_________________________
Title: _______________________
FIGI'S INC.
By:_________________________
Title: _______________________
ARIZONA MAIL ORDER COMPANY,
INC.
By:_________________________
Title: _______________________
BEDFORD FAIR APPAREL, INC.
By:_________________________
Title: _______________________
FIGI'S BUSINESS SERVICES, INC.
By:_________________________
Title: _______________________
FIGI'S GIFTS, INC.
By:_________________________
Title: _______________________
[SIGNATURES CONTINUED ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
FIGI'S MAIL ORDER GIFTS, INC.
By:_________________________
Title: _______________________
LM&B CATALOG, INC.
By:_________________________
Title: _______________________
MONTEREY BAY CLOTHING
COMPANY, INC.
By:_________________________
Title: _______________________
PC FLOWERS & XXXXX.XXX LLC
By:_________________________
Title: _______________________
[SIGNATURES CONTINUED ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
ACKNOWLEDGED AND AGREED:
CHARMING SHOPPES, INC.
By: ____________________
Xxxx X. Xxxxxxx
Executive Vice President
CHARMING SHOPPES OF DELAWARE, INC.
By: ____________________
Xxxx X. Xxxxxxx
Vice President
CSI INDUSTRIES, INC.
By: _____________________
Xxxx X. Xxxxxxx
Vice President
FB APPAREL, INC.
By: ____________________
Xxxx X. Xxxxxxx
Vice President
LANE XXXXXX, INC.
By: _____________________
Xxxx X. Xxxxxxx
Executive Vice President
CATHERINES STORES CORPORATION
By: _____________________
Xxxx X. Xxxxxxx
Executive Vice President
[SIGNATURES CONTINUED ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
CHARMING SHOPPES OF DELAWARE, INC.,
as Borrowers' Agent
By: _____________________
Xxxx X. Xxxxxxx
Vice President
CHESTNUT ACQUISITION SUB, INC.
By: _____________________
Xxxxx X. Xxxxx
Vice President
AGENT
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Agent, on behalf of itself and the Required Lenders
By:_____________________________
Title:____________________________
SCHEDULE 1
Excluded Crosstown Accounts
Xxxxx Fargo Bank
Bedford Fair Apparel
Credit Card Settlement
6355059754
Xxxxx Fargo Bank
LM & B Catalog
Credit Card Settlement
6355065388
Xxxxx Fargo Bank
Monterey Bay Clothing
Credit Card Settlement
4100173897
JPMorgan Chase Bank (formerly Bank One)
Arizona Mail Order
Credit Depository Account
634888481
JPMorgan Chase Bank (formerly Bank One)
Bedford Fair Apparel
Credit Depository Account
634888499
JPMorgan Chase Bank (formerly Bank One)
LM & B Catalog
Credit Depository Account
634888507
JPMorgan Chase Bank (formerly Bank One)
Monterey Bay Clothing
Credit Depository Account
635885700
SCHEDULE 2
Chief Executive Offices and Federal Taxpayer Identification Numbers
-------------------------------------------------------------------
Company Chief Executive Office Federal Taxpayer
Identification Number
----------------------------------- ----------------------- ---------------------
Crosstown Traders, Inc. 0000 Xxxx 00xx Xxxxxx 00-0000000
Xxxxxx, XX
----------------------------------- ----------------------- ---------------------
Figi's Inc. 0000 Xxxxx Xxxxx Xxxxxx 00-0000000
Xxxxxxxxxx, XX 00000
----------------------------------- ----------------------- ---------------------
Arizona Mail Order Company, Inc. 0000 Xxxx 00xx Xxxxxx 00-0000000
Xxxxxx, XX
----------------------------------- ----------------------- ---------------------
Bedford Fair Apparel, Inc. Greenwich Office Park 00-0000000
00 Xxxxxx Xxxxxx
Xxxxxxxx #0
Xxxxxxxxx, XX
----------------------------------- ----------------------- ---------------------
Figi's Business Services, Inc. 0000 Xxxxx Xxxxx Xxxxxx 00-0000000
Xxxxxxxxxx, XX 00000
----------------------------------- ----------------------- ---------------------
Figi's Gifts, Inc. 0000 Xxxxx Xxxxx Xxxxxx 00-0000000
Xxxxxxxxxx, XX 00000
----------------------------------- ----------------------- ---------------------
Figi's Mail Order Gifts, Inc. 0000 Xxxxx Xxxxx Xxxxxx 00-0000000
Xxxxxxxxxx, XX 00000
----------------------------------- ----------------------- ---------------------
LM&B Catalog, Inc. Greenwich Office Park 00-0000000
00 Xxxxxx Xxxxxx
Xxxxxxxx #0
Xxxxxxxxx, XX
----------------------------------- ----------------------- ---------------------
Monterey Bay Clothing Company, Inc. 0000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00-0000000
----------------------------------- ----------------------- ---------------------
PC Flowers & Xxxxx.xxx LLC 0000 Xxxx 00xx Xxxxxx
Xxxxxx, XX 00-0000000
----------------------------------- ----------------------- ---------------------
