AMENDMENT NO. 3 TO
SIXTH AMENDED AND RESTATED LOAN AGREEMENT
AGREEMENT, made as of the 12th day of March, 2004 (this "THIRD AMENDMENT"),
by and among:
G-III LEATHER FASHIONS, INC., a New York corporation (the "BORROWER");
The Lenders that have executed the signature pages hereto (individually, a
"LENDER" and, collectively, the "LENDERS"); and
FLEET NATIONAL BANK, a national banking association, as Agent for the
Lenders (in such capacity, together with its successors in such capacity, the
"AGENT").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS:
(A) The Borrower, the Lenders and the Agent are parties to a certain Sixth
Amended and Restated Loan Agreement dated as of April 29, 2002 (as amended
through the date hereof, the "ORIGINAL LOAN AGREEMENT"; the Original Loan
Agreement, as amended hereby and as it may from time to time be further amended,
restated, supplemented or otherwise modified, the "LOAN AGREEMENT");
(B) The Borrower has requested that the Lenders and the Agent amend certain
provisions of the Original Loan Agreement, and the Lenders and the Agent are
willing do so, all on the terms and conditions hereinafter set forth; and
(C) All capitalized terms used herein which are not otherwise defined
herein shall have the respective meanings ascribed thereto in the Original Loan
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1. AMENDMENTS TO ORIGINAL LOAN AGREEMENT.
SECTION 1.1 DEFINITIONS.
(a) The definition of "Borrowing Base Maximum" appearing in Article 1
of the Original Loan Agreement is deleted in its entirety and the following is
substituted therefor:
"Borrowing Base Maximum" - as of any date during any period set
forth below, the amount set forth opposite such period:
Period Borrowing Base Maximum
------ ----------------------
February 1, 2004 to and including April 30, $45,000,000
2004
May 1, 2004 to and including May 31, 2004 $60,000,000
June 1, 2004 to and including July 31, 2004 $85,000,000
August 1, 2004 to and including November 30, $90,0000,000
2004
December 1, 2004 to and including December $60,000,000
31, 2004
January 1, 2005 to and including the $45,000,000
Commitment Termination Date
and the respective periods and amounts for the Stub Period shall be as
preliminarily determined by the Lenders and the Borrower based on the
Projections and the business plan (in each case delivered pursuant to
Section 5.10(e)) for Fiscal Year 2006 and the unaudited financial
statements (delivered pursuant to Section 5.10(e)) for Fiscal Year
2005, but in no event shall the periods be of different durations or
the amounts be less than the amounts for the periods corresponding to
the periods set forth above unless the Lenders determine (in their
reasonable discretion) that such periods and amounts warrant adjustment
based upon such Projections, business plan or unaudited financial
statements and such preliminary determination shall become effective
after receipt and satisfactory review by the Lenders of the Financial
Statements for Fiscal Year 2006.
(b) The definition of "Direct Debt Sublimit" appearing in Article 1 of
the Original Loan Agreement is deleted in its entirety and the following is
substituted therefor:
"Direct Debt Sublimit" - for each period set forth below, the
amount set forth opposite such period:
"Period Direct Debt Sublimit
------ --------------------
February 1, 2004 to and including May 31, $40,000,000
2004
June 1, 2004 to and including June 30, 2004 $55,000,000
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July 1, 2004 to and including November 30, $72,000,000
2004
December 1, 2004 to and including December $50,000,000
31, 2004
January 1, 2005 to and including the $40,000,000
Commitment Termination Date
and the respective periods and amounts for the Stub Period shall be as
preliminarily determined by the Lenders and the Borrower based on the
Projections and the business plan (in each case delivered pursuant to
Section 5.10(e)) for Fiscal Year 2006 and the unaudited financial
statements (delivered pursuant to Section 5.10(e)) for Fiscal Year
2005, but in no event shall the periods be of different durations or
the amounts be less than the amounts for the periods corresponding to
the periods set forth above unless the Lenders determine (in their
reasonable discretion) that such periods and amounts warrant adjustment
based upon such Projections, business plan or unaudited financial
statements and such preliminary determination shall become effective
after receipt and satisfactory review by the Lenders of the Financial
Statements for Fiscal Year 2006.
(c) The definition of "Eligible Inventory" appearing in Article 1 of
the Original Loan Agreement is deleted in its entirety and the following is
substituted therefor:
"Eligible Inventory" - Inventory which: (i)
constitutes finished goods of the Borrower, Retail or the Parent; (ii)
is not slow moving, obsolete or unsaleable; (iii) is currently useable
or saleable in the ordinary course of the Borrower's, Retail's or the
Parent's business; (iv) is valued in accordance with generally accepted
accounting principles applied consistently with past practices of the
Borrower, Retail and the Parent; (v) is located on the premises listed
on the exhibits attached to this Agreement or other locations permitted
under the Security Agreement or any security agreement referred to in
Section 2.13, or is Inventory in transit for sale in the ordinary
course of business; (vi) is not subject to any Lien or security
interest whatsoever, except for the Liens and security interests
expressly permitted under the Security Agreement or any security
agreement referred in Section 2.13, and is not on consignment; (vii)
does not include raw materials or work-in progress; (viii) is not now
stored or shall not at any time hereafter be stored with a bailee,
warehouseman, or similar party unless pursuant to a bailment or storage
agreement to which the Agent is a party; (ix) does not include
Inventory styles (A) on which the Borrower has taken a lower of cost or
market markdown; or (B) of which the Borrower has more than a one year
supply on hand; (x) includes Inventory subject to a license agreement
which was assigned to Agent on behalf of the Lenders; and (xii) shall
include finished goods Inventory consigned to the Agent under the terms
of the L/C used to acquire such
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Inventory; provided, however, that the value of any such consigned
Inventory shall be subject to a 13% reduction as a reserve for duty
and freight.
(d) The definition of "Overadvance" appearing in Article 1 of the
Original Loan Agreement is amended by deleting the chart appearing therein
together with the text immediately beneath the chart and ending before the first
proviso and substituting therefor the following:
Period Overadvance
------ -----------
March 15, 2004 to and including March 31, $10,000,000
2004
April 1, 2004 to and including April 30, 2004 $12,000,000
May 1, 2004 to and including May 31, 2004 $18,000,000
June 1, 2004 to and including July 30, 2004 $26,000,000
July 31, 2004 $20,000,000
August 1, 2004 to and including August 30, $22,000,000
2004
August 31, 2004 $14,000,000
September 1, 2004 to and including September $15,000,000
29, 2004
September 30, 2004 to and including October $10,000,000
30, 2004
October 31, 2004 to and including the -$0-
Commitment Termination Date
and the respective periods and amounts for the Stub Period shall be as
preliminarily determined by the Lenders and the Borrower based on the
Projections and the business plan (in each case delivered pursuant to
Section 5.10(e)) for Fiscal Year 2006 and the unaudited financial
statements (delivered pursuant to Section 5.10(e)) for Fiscal Year
2005, but in no event shall the periods be of different durations or
the amounts be less than the amounts for the periods corresponding to
the periods set forth above unless the Lenders determine (in their
reasonable discretion) that such periods and amounts warrant adjustment
based upon such Projections, business plan or unaudited financial
statements, which
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preliminary determination shall be made within 70 days of receipt by
the Lenders of such Projections, business plan and unaudited financial
statements and such preliminary determination shall become effective
after receipt and satisfactory review by the Lenders of the Financial
Statements for Fiscal Year 2005;
(e) The definition of "Overadvance" appearing in Article 1 of the
Original Loan Agreement is further amended by deleting period at the end of
thereof and substituting the following therefor:
provided, further, however, in the event that the Borrower shall
consummate a Permitted Acquisition during any period during which the
Overadvance as set forth above is greater than zero ($0.00), each of
the amounts set forth above for each period (other than any period
during which the Overadvance is zero ($0.00)) occurring after the date
of such Permitted Acquisition and prior to the first date occurring
after the date of such Permitted Acquisition on which the Borrower
shall have caused no Loans or Acceptances to be outstanding in
accordance with Section 6.9(c) shall be increased by the amount of
consideration paid by the Borrower in cash in connection with such
Permitted Acquisition.
(f) Article 1 of the Original Loan Agreement is hereby amended by
adding the following new definitions in the appropriate alphabetical order:
"Permitted Acquisition" - as defined in Section 7.4.
"Third Amendment" - shall mean Amendment No. 3 to Sixth Amended and
Restated Loan Agreement dated as of March 12, 2004, by and among the
Borrower, the Lenders and the Agent.
SECTION 1.2 FINANCIAL COVENANTS.
(a) Section 6.9(a) of the Original Loan Agreement is deleted in its
entirety and the following is substituted therefor:
(a) Have or maintain, with respect to the Parent on a consolidated
basis, EBITDA on a cumulative basis from the first day of each fiscal year
through the date set forth below at not less than, or, in the case of a
loss, not more than, the respective amounts set forth below opposite each
such last day of the fiscal quarter:
Date EBITDA
---- ------
April 30, 2004 ($9,400,000)
July 31, 2004 ($8,600,000)
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October 31, 2004 $10,400,000
January 31, 2005 $9,000,000
and the respective amounts for the Stub Period shall be preliminarily
determined by the Majority Lenders and the Borrower based on the
Projections and business plan (in each case delivered pursuant to
Section 5.10(e)) for Fiscal Year 2006 and the unaudited financial
statements (delivered pursuant to Section 5.10(e)) for Fiscal Year
2005, but in no event shall the periods be of different durations or
the amounts be less than (if such amount is negative) or greater than
(if such amount is positive) the amounts for the periods corresponding
to the periods set forth above unless the Majority Lenders determine
(in their reasonable discretion) that such periods and amounts warrant
adjustment based on the financial condition of the Borrower as set
forth in the applicable Projections, business plan or unaudited
financial statements, which preliminary determination shall be made
within 60 days of receipt by the Lenders of such Projections, business
plan and unaudited financial statements, and such determination shall
become effective after receipt and satisfactory review by the Lenders
of the Financial Statements for Fiscal Year 2005.
(b) Section 6.9(b) of the Original Loan Agreement is deleted in its
entirety and the following is substituted therefor:
(b) Have or maintain, with respect to the Parent on a
consolidated basis, Tangible Net Worth as of the dates set forth below
at not less than the respective amounts set forth below opposite each
such date:
Minimum
Date Tangible Net Worth
---- ------------------
April 30, 2004 $56,200,000
July 31, 2004 $56,300,000
October 31, 2004 $66,500,000
January 31, 2005 $65,500,000
and the respective amounts for the Stub Period shall be determined in
the sole discretion of the Majority Lenders within 60 days of receipt
by the Lenders of the Projections and business plan (in each case
delivered pursuant to Section 5.10(e)) for Fiscal Year 2006 and the
unaudited financial statements (delivered pursuant to Section 5.10(e))
for Fiscal Year 2005, and such determination shall become effective
after receipt and satisfactory review by the Lenders of the Financial
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Statements for Fiscal Year 2005; provided, however, in the event that
the Borrower shall consummate a Permitted Acquisition, the amounts set
forth above for each period occurring after the date of such Permitted
Acquisition shall be reduced by an amount equal to the lesser of (x)
$3,000,000 and (y) the intangibles acquired in connection with such
Permitted Acquisition to the extent such intangibles have caused a
reduction in Tangible Net Worth, determined in accordance with
generally accepted accounting principles consistently applied.
SECTION 1.3 MERGERS; ACQUISITIONS. Section 7.4 of the Original Loan
Agreement is hereby amended by (i) deleting the period after the word
"Affiliate" at the end of paragraph (b) thereof and substituting a semi-colon
therefor and (ii) adding the following proviso at the end thereof:
provided, however, the Borrower may consummate a "Permitted
Acquisition", which shall mean (x) any acquisition consented to in
writing by the Agent and the Majority Lenders or (y) acquisitions
complying with the following:
(i) all such acquisitions shall be of assets used or
useful in the same or complementary line of business as the Borrower or
of a minority equity interest in a corporation or other entity
substantially all of whose properties consist of such assets;
(ii) the aggregate consideration in respect of all
acquisitions contemplated by this Section 7.4 shall not exceed
$4,000,000;
(iii) the Borrower shall give the Agent and the
Lenders not less than three (3) Business Days prior written notice of
its intention to make a Permitted Acquisition, such notice (A) to
include the proposed amounts, date and form of the proposed Permitted
Acquisition, a reasonable description of the assets or equity interests
to be acquired and the location of the assets and (B) to be accompanied
by a certificate executed by the chief executive officer, president,
chief operating officer or chief financial officer of the Borrower to
the effect that: (1) as of the effective date of the Permitted
Acquisition, no Default or Event of Default under this Agreement shall
exists or would exist after giving effect to the action intended to be
taken by the Borrower as described in such certificate, including,
without limitation, that the covenants set forth in Section 6.9 would
not be breached after giving effect to such action, together with a
calculation in reasonable detail, and in form and substance
satisfactory to the Agent and the Lenders, of such compliance, and (2)
the representations and warranties contained in Article 3 are true and
correct with the same effect as though such representations and
warranties were made on the date of such Permitted Acquisition, except
for changes in the ordinary course of business none of which, either
singly or in the aggregate, have had a material adverse effect on the
business, operations or financial conditions of the Borrower;
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(iv) concurrently with the making of a Permitted Acquisition
consisting of assets, the Borrower shall, as additional collateral
security for the Obligations, grant to the Agent for the ratable
benefit of the Lenders, prior liens on and security interests in all
of its right, title and interest in and to any of the acquired assets
by the execution and delivery to the Agent of such agreements,
instruments and documents as shall be satisfactory in form and
substance to the Agent; and
(v) the Borrower shall not make any acquisition at any time
during which an Event of Default shall exist and be continuing or
would exist after giving effect to such acquisition.
SECTION 1.4 GENERAL.
(a) All references in the Original Loan Agreement or any other Loan
Document to the "Loan(s)" and the "Loan Documents" shall be deemed to refer
respectively, to the Loan(s) as amended hereby and the Loan Documents as defined
in the Original Loan Agreement together with, and as amended by, this Third
Amendment and all agreements, documents and instruments delivered pursuant
thereto or in connection therewith.
(b) All references in the Original Loan Agreement and the other Loan
Documents to the "Loan Agreement", and also in the case of the Original Loan
Agreement to "this Agreement", shall be deemed to refer to the Original Loan
Agreement, as amended hereby.
SECTION 1.5 FURTHER AMENDMENT TO LOAN DOCUMENTS. The Original Loan
Agreement and the other Loan Documents shall each be deemed amended and
supplemented hereby to the extent necessary, if any, to give effect to the
provisions of this Third Amendment.
ARTICLE 2. REPRESENTATIONS AND WARRANTIES.
Each of the Borrower and the other Loan Parties hereby represents and
warrants to the Lenders and the Agent that:
SECTION 2.1 ARTICLE 3 OF ORIGINAL LOAN AGREEMENT; NO DEFAULTS.
(a) Each and every one of the representations and warranties set forth
in Article 3 of the Original Loan Agreement is true in all respects as of the
date hereof, except for changes which, either singly or in the aggregate, are
not materially adverse to the business or financial condition of the Parent and
its Subsidiaries, taken as a whole.
(b) As of the date hereof, after giving effect to this Third Amendment,
there exists no Event of Default under the Loan Agreement, and no event which,
with the giving of notice or lapse of time or both, would constitute such an
Event of Default.
SECTION 2.2 POWER, AUTHORITY, CONSENTS.
The Borrower and each other Loan Party has the power to execute,
deliver and perform this Third Amendment. The Borrower has the power to borrow
under the
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Original Loan Agreement as amended hereby and has taken all necessary corporate
action to authorize the borrowing thereunder. Other than due authorization by
the Board of Directors of the Borrower and each other Loan Party, each of which
has been duly obtained, no consent or approval of any Person (including, without
limitation, any stockholder of any corporate Loan Party or any partner in any
partnership Loan Party), no consent or approval of any landlord or mortgagee, no
waiver of any Lien or right of distraint or other similar right and no consent,
license, approval, authorization or declaration of any governmental authority,
bureau or agency, is or will be required in connection with the execution,
delivery or performance by the Borrower or any other Loan Party, or the validity
or enforcement of this Third Amendment.
SECTION 2.3 NO VIOLATION OF LAW OR AGREEMENTS.
The execution and delivery by the Borrower and each other Loan Party of
this Third Amendment and the performance by each of them hereunder, will not
violate any provision of law or conflict with or result in a breach of any
order, writ, injunction, ordinance, resolution, decree or other similar document
or instrument of any court or governmental authority, bureau or agency, domestic
or foreign, or the certificate of incorporation or by-laws of the Borrower or
any other corporate Loan Party or the partnership agreement or any other
organizational document of any Loan Party that is not a corporation, or create
(with or without the giving of notice or lapse of time, or both) a default under
or breach of any agreement, bond, note or indenture to which the Borrower or any
Loan Party is a party, or by which any of them is bound or any of their
respective properties or assets is affected (which default or breach would have
a material adverse effect on the business, financial conditions or operations of
the Borrower, the Parent and the Subsidiaries taken as a whole), or result in
the imposition of any Lien of any nature whatsoever upon any of the properties
or assets owned by or used in connection with the business of any of them except
for the Liens created and granted pursuant to the Security Documents, as
confirmed hereby.
SECTION 2.4 DUE EXECUTION, VALIDITY, ENFORCEABILITY.
This Third Amendment has been duly executed and delivered by each Loan
Party which is a party hereto and each constitutes the valid and legally binding
obligation of the Borrower or such other Loan Party that is a party thereto,
enforceable in accordance with its terms; provided, however, that enforcement
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
or other similar laws, now or hereafter in effect, relating to or affecting the
enforcement of creditors' rights generally and the remedy of specific
performance and other equitable remedies are subject to judicial discretion.
ARTICLE 3. ACKNOWLEDGMENTS, CONFIRMATIONS, CONSENTS.
(a) The Borrower hereby acknowledges and confirms that (i) the Liens
and security interests granted pursuant to the Security Documents to which it is
a party secure, without limitation, the due payment and performance of all of
the Indebtedness, liabilities and obligations of the Borrower to the Lenders and
the Agent under the Original Loan Agreement, as amended hereby, whether or not
so stated in each of the Security Documents, and (ii) the term "Obligations" as
used in the Security Documents (or any other term used therein to describe or
refer to the Indebtedness, liabilities and obligations of the Borrower to the
Lenders and the Agent) includes, without limitation, the Indebtedness,
liabilities and obligations of the Borrower to the Lenders and the Agent under
the Original Loan Agreement, as amended hereby.
- 9 -
(b) Each Guarantor hereby consents in all respects to the execution by
the Borrower of this Third Amendment and acknowledges and confirms that (i) the
Guarantee Agreement guarantees, without limitation, the full payment and
performance of the Indebtedness, liabilities and obligations of the Borrower
under the Original Loan Agreement, as amended hereby, and (ii) the term
"Obligations" as used in the Guarantee Agreement (or any other term used therein
to describe or refer to the Indebtedness, liabilities and obligations of the
Borrower or the Guarantor(s) to the Lenders and the Agent) includes, without
limitation, all of the Indebtedness, liabilities and obligations of the Borrower
to the Lenders and the Agent under the Original Loan Agreement, as amended
hereby.
(c) Each Corporate Guarantor hereby acknowledges and confirms that (i)
the Liens and security interests granted pursuant to the Security Documents to
which it is a party, secure, without limitation, all of the Indebtedness,
liabilities and obligations of such Corporate Guarantor to the Lenders and the
Agent under the Guarantee Agreement, as confirmed hereby, and (ii) the term
"Obligations" as used in the Security Documents (or any other term used therein
to describe or refer to the Indebtedness, liabilities and obligations of such
Corporate Guarantor to the Lenders and the Agent) includes, without limitation,
the Indebtedness, liabilities and obligations of such Corporate Guarantor under
the Guarantee Agreement, as confirmed hereby.
ARTICLE 4. CONDITIONS TO EFFECTIVENESS OF THIS THIRD AMENDMENT.
This Third Amendment shall become effective on the date of the
fulfillment (to the satisfaction of the Agent) of the following conditions
precedent:
(a) This Third Amendment shall have been executed and delivered to
the Agent by a duly authorized representative of the Borrower, the Agent and the
Majority Lenders.
(b) The Agent shall have received a Compliance Certificate from
the Borrower dated the date hereof and the matters certified therein, including,
without limitation, that after giving effect to the terms and conditions of this
Third Amendment, no Default or Event of Default shall exist, shall be true.
(c) All legal matters incident hereto shall be satisfactory to the
Agent and its counsel.
ARTICLE 5. MISCELLANEOUS.
SECTION 5.1 ARTICLE 10 OF THE ORIGINAL LOAN AGREEMENT. The miscellaneous
provisions under Article 10 of the Original Loan Agreement, together with the
definition of all terms used therein, and all other sections of the Original
Loan Agreement to which Article 10 refers are hereby incorporated by reference
as if the provisions thereof were set forth in full herein, except that (i) the
term "Loan Agreement", shall be deemed to refer to the Original Loan Agreement,
as amended hereby; (ii) the term "this Agreement" shall be deemed to refer to
this Third Amendment; and (iii) the terms "hereunder" and "hereto" shall be
deemed to refer to this Third Amendment.
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SECTION 5.2 CONTINUED EFFECTIVENESS. Except as amended hereby, the Original
Loan Agreement and the other Loan Documents are hereby ratified and confirmed in
all respects and shall remain in full force and effect in accordance with their
respective terms.
SECTION 5.3 COUNTERPARTS. This Third Amendment may be executed by the
parties hereto in one or more counterparts, each of which shall be an original
and all of which shall constitute one and the same agreement.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed on the date first above written.
G-III LEATHER FASHIONS, INC.
BY: /s/ WAYNE MILLER
----------------------------
NAME: WAYNE MILLER
TITLE: CHIEF FINANCIAL OFFICER
Agreed:
G-III HONG KONG LTD.
By: /s/ Philip H. Litwinoff
------------------------------------
Director
G-III APPAREL GROUP, LTD.
By: /s/ Wayne Miller
------------------------------------
Senior Vice President
SIENA LEATHER LTD.
By: /s/ Philip H. Litwinoff
------------------------------------
Vice President
GLOBAL INTERNATIONAL TRADING
COMPANY
By: /s/ Philip H. Litwinoff
------------------------------------
Vice President
INDAWA HOLDING CORP.
By: /s/ Philip H. Litwinoff
------------------------------------
Vice President
GLOBAL APPAREL SOURCING, LTD.
By: /s/ Philip H. Litwinoff
------------------------------------
Vice President
G-III RETAIL OUTLETS INC.
By: /s/ Philip H. Litwinoff
------------------------------------
Vice President
P.T. BALIHIDES
By: /s/ Keith Sutton-Jones
------------------------------------
President and Director
WEE BEEZ INTERNATIONAL LIMITED
By: /s/ Philip H. Litwinoff
------------------------------------
Director
KOSTROMA LTD.
By: /s/ Philip H. Litwinoff
------------------------------------
Director
G-III LICENSE COMPANY, LLC
BY G-III APPAREL GROUP, LTD. AS MANAGER
By: /s/ Wayne Miller
------------------------------------
Senior Vice President
G-III BRANDS, LTD.
By: /s/ Philip H. Litwinoff
------------------------------------
Chief Financial Officer
FLEET NATIONAL BANK,
AS AGENT, COLLATERAL MONITORING AGENT,
ISSUING BANK AND AS A LENDER
BY: /S/ JOSEPH J. NASTRI
------------------------------
NAME: JOSEPH J. NASTRI
TITLE: SENIOR VICE PRESIDENT
JPMORGAN CHASE BANK
BY: /S/ PETER C. DELUCA
--------------------------
NAME: PETER C. DELUCA
TITLE: VICE PRESIDENT
THE CIT GROUP/COMMERCIAL SERVICES, INC.
BY: /S/ LISA MURAKAMI
-------------------------------
NAME: LISA MURAKAMI
TITLE: VICE PRESIDENT
ISRAEL DISCOUNT BANK OF NEW YORK
BY: /S/ MATILDE REYES
----------------------------
NAME: MATILDE REYES
TITLE: VICE PRESIDENT
BY: /S/ HOWARD WEINBERG
----------------------------
NAME: HOWARD WEINBERG
TITLE: SENIOR VICE PRESIDENT I
HSBC BANK USA
BY: /S/ MICHAEL P. BEHUNIAK, JR.
-------------------------------
NAME: MICHAEL P. BEHUNIAK, JR.
TITLE: VICE PRESIDENT
BANK LEUMI USA
BY: /S/ JOHN KOENIGSBERG
----------------------------
NAME: JOHN KOENIGSBERG
TITLE: FIRST VICE PRESIDENT
BY: /S/ PHYLLIS ROSENFELD
----------------------------
NAME: PHYLLIS ROSENFELD
TITLE: VICE PRESIDENT