AMENDMENT NO. 2 TO RATIFICATION AGREEMENT AND AMENDMENT NO. 9 TO LOAN AND SECURITY AGREEMENT
Exhibit
10.1
AMENDMENT
NO. 2 TO RATIFICATION AGREEMENT AND
AMENDMENT NO. 9 TO LOAN AND
SECURITY AGREEMENT
AMENDMENT
NO. 2 TO RATIFICATION AGREEMENT AND AMENDMENT NO. 9 TO LOAN AND SECURITY
AGREEMENT (this “Amendment”), dated as of July 7, 2009, is by and among Wachovia Capital Finance Corporation
(Central), an Illinois
corporation, in its capacity as agent acting for and on behalf of the
parties to the Loan Agreement (as hereinafter defined) as lenders (in such
capacity, “Agent”), the parties to the Loan Agreement as lenders (each
individually a “Lender” and collectively, “Lenders”), Hartmarx Corporation, a
Delaware corporation, as Debtor and Debtor-in-Possession (“US Borrower”),
▇▇▇▇▇▇▇ Apparel Group Limited, an Ontario corporation (“Canadian Borrower”;
together with US Borrower, each individually, a “Borrower” and collectively,
“Borrowers”), and each of the companies listed on Exhibit A hereto as
guarantors, each as Debtor and Debtor-in-Possession (each individually a
“Guarantor” and collectively, “Guarantors”).
W
I T N E S S E T H
WHEREAS,
Borrowers and Guarantors have entered into financing arrangements with Agent and
Lenders pursuant to which Lenders (or Agent on behalf of Lenders) have made and
may make loans and advances and provide other financial accommodations to
Borrowers as set forth in, and subject to the terms and conditions of, the Loan
and Security Agreement, dated August 30, 2002, by and among Agent, Lenders,
JPMorgan Chase Bank, in its capacity as syndication agent for Lenders, ▇▇▇▇▇
Fargo Foothill, LLC, in its capacity as documentary agent for Lenders, Borrowers
and Guarantors (as amended and supplemented by Amendment No. 1 to Loan and
Security Agreement, dated February 25, 2003, Amendment No. 2 to Loan and
Security Agreement, dated July 22, 2004, Amendment No. 3 to Loan and Security
Agreement, dated January 3, 2005, Amendment No. 4 to Loan and Security
Agreement, dated October 31, 2005, Amendment No. 5 to Loan and Security
Agreement dated September 29, 2006, Amendment No. 6 to Loan and Security
Agreement, dated May 26, 2007, Amendment No. 7 to Loan and Security Agreement,
dated March 14, 2008, the Ratification and Amendment Agreement, dated as of
January 23, 2009 (“Ratification Agreement”), the Amendment No. 1 to Ratification
Agreement and Amendment No. 8 to Loan and Security Agreement, dated as of June
1, 2009 (“Amendment No. 8”), and this Amendment (as the same now exists, is
amended hereby and may hereafter be further amended, modified, supplemented,
extended, renewed, restated or replaced, the “Loan Agreement”)) and the other
Financing Agreements (as defined in the Loan Agreement);
WHEREAS,
US Borrower and each Guarantor have each commenced a case under Chapter 11 of
the Bankruptcy Code (as defined in the Ratification Agreement) in the Bankruptcy
Court (as defined in the Ratification Agreement) and US Borrower and each
Guarantor have retained possession of their respective assets and are authorized
under the Bankruptcy Code to continue the operation of their respective
businesses as a debtor-in-possession;
WHEREAS,
Canadian Borrower has commenced a proceeding under the CCAA (as defined in the
Ratification Agreement) in the CCAA Court (as defined in the Ratification
Agreement) and Canadian Borrower has retained possession of its assets and is
authorized under the CCAA to continue the operation of its business as a
debtor-in-possession;
WHEREAS,
prior to the commencement of the Chapter 11 Cases and the CCAA Case, Agent and
Lenders made loans and advances and provided other financial accommodations to
Borrowers secured by substantially all assets and properties of Borrowers and
Guarantors as set forth in the Existing Financing Agreements (as defined in the
Ratification Agreement); and
WHEREAS, Debtors have requested that Agent and Lenders make certain amendments to the Loan
Agreement, the Ratification
Agreement and the other
Financing Agreements as set
forth herein, which Agent
and Lenders are willing to
do subject to the terms and conditions contained herein.
NOW,
THEREFORE, in consideration of the foregoing, the mutual conditions and
agreements and covenants set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
SECTION
1. Interpretation.
1.1 For
purposes of this Amendment, unless otherwise defined herein, all capitalized
terms used herein shall have the meanings assigned thereto in the Loan
Agreement.
SECTION
2. Amendments.
2.1 Additional
Definition. As used herein, the following terms shall have the
meanings given to them below, and the Loan Agreement, the Ratification Agreement
and the other Financing Agreements are hereby amended to include, in addition
and not in limitation, the following definitions:
(a) “Amendment
No. 9” shall mean Amendment No. 2 to Ratification Agreement and Amendment No. 9
to Loan and Security Agreement, dated as of July 9, 2009, by and among
Borrowers, Guarantors, Agent and Lenders, as it now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or
replaced.
(b) “7/09
Budget” shall mean the Budget, in form and substance satisfactory to Agent and
Required Lenders, setting forth the Projected Information with respect to the
period commencing with the week ending July 3, 2009 through and including the
week ending July 17, 2009.
2.2 Term. Section
13.1(a) of the Loan Agreement is hereby amended by deleting the first sentence
of such Section in its entirety and replacing it with the
following:
“This
Agreement and the other Financing Agreements shall become effective as of the
date set forth on the first page hereof and shall continue in full force and
effect for a term ending on the earlier to occur of (i) July 17, 2009, (ii) the
later of (A) the close of business on the business day immediately preceding the
Emerisque Sale Closing Date and (B) the close of business on the business day
immediately preceding the closing date of the sale of substantially all of the
assets of Canadian Borrower, (iii) the date of the confirmation of a plan of
reorganization or liquidation for
2
any
Debtor in the Chapter 11 Cases, and (iv) the last termination date set forth in
the Final Financing Order (the earlier to occur of clauses (i), (ii), (iii) and
(iv) referred to herein as the “Maturity Date”); provided, that, (1)(x) from and
after the Emerisque Sale Closing Date, if the closing date of the sale of
substantially all of the assets of Canadian Borrower has not occurred and the
Maturity Date has not otherwise occurred, the US Commitments shall be reduced to
$0, and (y) from and after the closing date of the sale of substantially all of
the assets of Canadian Borrower, if the Emerisque Sale Closing Date has not
occurred and the Maturity Date has not otherwise occurred, the Canadian
Commitments shall be reduced to $0, and (2) this Agreement and all other
Financing Agreements must be terminated simultaneously.”
2.3 Budget. Effective
as of the date of this Amendment, Section 5.3(c) of the Ratification Agreement
is hereby amended and restated in its entirety as follows:
“Each
Borrower acknowledges, confirms and agrees that: (i) commencing with the week
ending May 29, 2009, for the trailing three (3) week period ending on the Friday
of each week, (i) the actual aggregate weekly cash receipts during such period
for all line items in the Budget shall not be less than ninety (90%) percent of
the projected aggregate weekly cash receipts during such period for all such
line items in the Budget, (ii) commencing with the week ending May 29, 2009, for
the trailing three (3) week period ending on the Friday of each week, the actual
aggregate weekly cash disbursements for “employee related expenses”, “inventory
related expenses”, “overhead related expenses” (as each such term is defined in
the Budget) and all other expenses (taken as a whole) during such period shall
not be greater than one hundred ten (110%) percent of the projected aggregate
weekly cash disbursements for each such category of expenses set forth in the
Budget during such period, (iii) commencing with the week ending May 29, 2009,
for the trailing three (3) week period ending on the Friday of each week, the
actual aggregate weekly cash disbursements for all line items in the Budget
during such period shall not be greater than one hundred ten (110%) percent of
the projected aggregate weekly cash disbursements for all such line items set
forth in the Budget during such period, (iv) commencing with the week ending
July 3, 2009, for the one (1) week period ending on the Friday of each week, the
actual aggregate principal amount of Loans and Letter of Credit Accommodations
outstanding during such period shall not be greater than one hundred (100%)
percent of the projected aggregate principal amount of Loans and Letter of
Credit Accommodations outstanding as set forth in the Budget during such period,
(v)
3
commencing
with the week ending July 10, 2009, the aggregate principal amount of the Loans
and Letter of Credit Accommodations outstanding at any time to Borrowers shall
not exceed the US Borrowing Base by more than $2,074,000, and (vi) commencing
with the week ending July 17, 2009, the aggregate principal amount of the Loans
and Letter of Credit Accommodations outstanding at any time to Borrowers shall
not exceed the US Borrowing Base by more than $3,130,000.”
2.4 Sale
Milestones. Notwithstanding anything to the contrary contained
in Amendment No. 8, not later than July 17, 2009, (a) the Emerisque Sale Closing
Date shall occur, (b) Borrowers shall remit to the Agent Payment Account on the
Emerisque Sale Closing Date all of the proceeds of such Sale, which shall
include a cash amount equal to or greater than the Minimum Sale Proceeds, for
application by Agent to the Obligations in accordance with the Financing
Agreements, and (c) Emerisque shall deliver to Agent, for the benefit of itself
and the other Lenders, an original subordinated promissory note in the amount of
$5,500,000 and containing such other terms satisfactory to Agent and consistent
with the Emerisque APA.
SECTION
3. 7/09
Budget.
3.1 On
or prior to the date of this Amendment, Borrowers shall have prepared and
delivered to Agent, in form and substance satisfactory to Agent, the 7/09
Budget, a copy of which is annexed hereto as Exhibit B.
3.2 Borrowers
and Guarantors hereby acknowledge, confirm and agree that (i) the 7/09 Budget
shall in all respects be subject to the terms and conditions of Section 5.3 of
the Ratification Agreement, (ii) Borrowers shall be required to comply with the
requirements of Section 5.3 of the Ratification Agreement with respect to the
7/09 Budget and (iii) any Material Budget Deviation with respect to the 7/09
Budget shall constitute an Event of Default under the Financing
Agreements.
SECTION
4. Representations, Warranties
and Covenants.
Each
Borrower and Guarantor hereby represents, warrants and covenants with and to
Agent and Lenders as follows:
4.1 Financing Order and CCAA
Order.
(a) The
Final Financing Order has been duly entered, is valid, subsisting and continuing
and has not been vacated, modified, reversed on appeal, or vacated or modified
by any order of the Bankruptcy Court (other than as consented to by Agent) and
is not subject to any pending appeal or stay or other action by the Bankruptcy
Court which impairs or prevents the enforcement of any provision contained
therein.
(b) The
CCAA Order has been duly entered, is valid, subsisting and continuing and shall
not be vacated, modified, reversed on appeal, or vacated or modified by any
order of the CCAA Court (other than as consented to by Agent and Lenders) and
shall not be subject to any pending appeal, stay or other action by the CCAA
Court which impairs or prevents the enforcement of any provision contained
therein.
4
4.2 Use of
Proceeds. Notwithstanding anything to the contrary set forth
in Section 6.6 of the Loan Agreement, (a) all Loans and Letter of Credit
Accommodations provided by Agent or any Lender to Borrowers pursuant to the
Financing Orders, the CCAA Order, the Loan Agreement or otherwise, shall be used
by Borrowers for general operating and working capital purposes in the ordinary
course of business of Borrowers in accordance with the 7/09 Budget pursuant to
Section 5.3 of the Ratification Agreement, and (b) unless authorized by the
Bankruptcy Court and/or the CCAA Court and approved by Agent in writing, no
portion of any administrative expense claim or other claim relating to the
Chapter 11 Cases and/or the CCAA Case shall be paid with the proceeds of Loans
or Letter of Credit Accommodations provided by Agent and Lenders to Borrowers,
other than those administrative expense claims and other claims relating to the
Chapter 11 Cases and/or the CCAA Case directly attributable to the operation of
the business of any Borrower or Guarantor in the ordinary course of such
business in accordance with the Financing Agreements and the 7/09
Budget.
4.3 Binding Effect of
Documents. This Amendment and the other Financing Agreements
to which it is a party have been duly executed and delivered by such Borrower or
Guarantor, as the case may be, and are in full force and effect. The
agreements and obligations of each Borrower and Guarantor contained in the
Financing Agreements constitute legal, valid and binding obligations of each
such party enforceable by Agent against each such party in accordance with their
respective terms.
4.4 No
Defaults. After giving effect to this Amendment, no Default or
Event of Default exists as of the date of this Amendment.
4.5 No Conflict,
Etc. The execution and delivery and performance of this
Amendment by each Borrower and Guarantor will not violate any material
agreement, instrument or undertaking by which it is bound, and will not result
in, or require, the creation or imposition of any lien, charge, security
interest or other encumbrance on any of its properties or revenues.
SECTION
5. Conditions
Precedent. This Amendment shall not become effective unless
all of the following conditions precedent have been satisfied in full, as
determined by Agent and Lenders:
5.1 The
receipt by Agent of an original (or faxed or electronic copy) of this Amendment,
duly authorized, executed and delivered by each Debtor and each
Lender;
5.2 The
receipt by Agent of the 7/09 Budget; and
5.3 Other
than the voluntary commencement of the Chapter 11 Cases and the CCAA Case, no
material impairment of the priority of Agent’s and Lenders’ security interests
in the Collateral shall have occurred from the date of the latest field
examinations of Agent and Lenders to the Petition Date.
5
SECTION
6. Provisions of General Application.
6.1 Effect of this
Amendment. Except as expressly amended pursuant hereto and
except for the consents and waivers expressly granted herein, no other changes
or modifications to the Financing Agreements are intended or implied and, in all
other respects, the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of the effective date
hereof. To the extent that any provision of the Loan Agreement or any
of the other Financing Agreements are inconsistent with the provisions of this
Amendment, the provisions of this Amendment shall control. The Loan
Agreement and this Amendment shall be read and construed as one
agreement.
6.2 Additional Events of
Default. The parties hereto acknowledge, confirm and agree
that it shall constitute an Event of Default under the Loan Agreement and the
other Financing Agreements if any Borrower or Guarantor fails to comply with the
covenants, conditions and agreements contained herein.
6.3 Governing
Law. The validity, interpretation and enforcement of this
Amendment and any dispute 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 Illinois but excluding any principles of conflicts
of law or other rule of law that would cause the application of the law of any
jurisdiction other than the laws of the State of Illinois, unless otherwise
expressly provided in a Financing Agreement, except to the extent that the
provisions of the Bankruptcy Code are applicable and specifically conflict with
the foregoing.
6.4 Binding
Effect. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns. Any
acknowledgments or consents contained herein shall not be construed to
constitute a consent to any other or further action by any Borrower or Guarantor
or to entitle such Borrower or Guarantor to any other
consent.
6.5 Further
Assurances. Each Borrower and Guarantor shall, at its expense,
at any time or times duly execute and deliver, or shall use its best efforts to
cause to be duly executed and delivered, such further agreements, instruments
and documents, including, without limitation, additional security agreements,
collateral assignments, UCC or PPSA financing statements or amendments or
continuations thereof, landlord’s or mortgagee’s waivers of liens and consents
to the exercise by Agent and Lenders of all the rights and remedies hereunder,
under any of the other Financing Agreements, any Financing Order, the CCAA Order
or applicable law with respect to the Collateral, and do or use its best efforts
to cause to be done such further acts as may be reasonably necessary or proper
in Agent’s opinion to evidence, perfect, maintain and enforce the security
interests of Agent and Lenders, and the priority thereof, in the Collateral and
to otherwise effectuate the provisions or purposes of the Ratification
Agreement, this Amendment, any of the other Financing Agreements, the
Financing Order or CCAA Order. Upon the request of Agent, at any time
and from time to time, each Borrower and Guarantor shall, at its cost and
expense, do, make, execute, deliver and record, register or file updates to the
filings of Agent and Lenders with respect to the Intellectual Property with the
United States Patent and Trademark Office, the financing statements, mortgages,
deeds of trust, deeds to secure debt, and other instruments, acts, pledges,
assignments
6
and
transfers (or use its best efforts to cause the same to be done) and will
deliver to Agent and Lenders such instruments evidencing items of Collateral as
may be requested by Agent. Upon the request of Agent, at any time and
from time to time, Borrowers and Guarantors shall, at their cost and expense
deliver to Agent any financial information, projections, budgets, business
plans, cash flows and such other information as Agent shall reasonably
request.
6.6 Costs and
Expenses. In addition to and not in limitation of the
provisions of Section 9.21 of the Loan Agreement, Borrowers shall pay to Agent
on demand all costs and expenses that Agent and Lenders shall pay or incur in
connection with the negotiation, preparation, consummation, administration,
enforcement, and termination of the Ratification Agreement, this Amendment, the
other Financing Agreements, the Financing Order or the CCAA Order, including,
without limitation: (a) reasonable attorneys' and paralegals' fees and
disbursements of counsel to, and reasonable fees and expenses of consultants,
accountants and other professionals retained by, Agent and Lenders; (b) costs
and expenses (including reasonable attorneys' and paralegals' fees and
disbursements) for any amendment, supplement, waiver, consent, or subsequent
closing in connection with the Ratification Agreement, the Amendment, the other
Financing Agreements, the Financing Order, the CCAA Order and the transactions
contemplated hereby and thereby; (c) taxes, fees and other charges for recording
any agreements or documents with any Governmental Authority, and the filing of
UCC or PPSA financing statements and continuations, and other actions to
perfect, protect, and continue the security interests and liens of Agent in the
Collateral; (d) sums paid or incurred to pay any amount or take any action
required of Borrowers and Guarantors under the Financing Agreements, the
Financing Order or the CCAA Order that Borrowers and Guarantors fail to pay or
take; (e) costs of appraisals, inspections and verifications of the Collateral
and including travel, lodging, and meals for inspections of the Collateral and
the Debtors’ operations by Agent or its agents and to attend court hearings or
otherwise in connection with the Chapter 11 Cases; (f) costs and expenses of
preserving and protecting the Collateral; (g) all out-of-pocket expenses and
costs heretofore and from time to time hereafter incurred by Agent during the
course of periodic field examinations of the Collateral and Debtors' operations,
plus a per diem charge at the rate of $1,000 per person per day for Agent’s
examiners in the field and office; provided, that, so long as no Default or
Event of Default shall exist or have occurred and be continuing, Debtors shall
not be required to pay such per diem charge for more than four (4) such field
examinations in any twelve (12) month period (and any field examinations
conducted at such time as a Default or Event of Default shall exist or have
occurred and be continuing shall not be deemed to constitute a field examination
for purposes of such limitation); and (h) costs and expenses (including
attorneys' and paralegals' fees and disbursements) paid or incurred to obtain
payment of the Obligations, enforce the security interests and liens of Agent
and Lenders, sell or otherwise realize upon the Collateral, and otherwise
enforce the provisions of the Ratification Agreement, this Amendment, the other
Financing Agreements, the Financing Order or the CCAA Order, or to defend any
claims made or threatened against Agent or any Lender arising out of the
transactions contemplated hereby (including, without limitation, preparations
for and consultations concerning any such matters). The foregoing
shall not be construed to limit any other provisions of the Financing Agreements
regarding costs and expenses to be paid by Borrowers. All sums
provided for in this Section shall be part of the Obligations, shall be payable
on demand, and shall accrue interest after demand for payment thereof at the
highest rate of interest then payable under the Financing
Agreements. Agent is hereby irrevocably authorized
to charge any amounts payable hereunder directly to any account maintained by
Agent with respect to any Borrower or Guarantor.
7
6.7 Headings. The
headings listed herein are for convenience only and do not constitute matters to
be construed in interpreting this Amendment.
6.8 Counterparts. This
Amendment may be executed in any number of counterparts, each of which shall be
an original but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of this Amendment by
telefacsimile or other electronic means shall have the same force and effect as
the delivery of an original executed counterpart of this
Amendment. Any party delivering an executed counterpart of this
Amendment by telefacsimile or other electronic means shall also deliver an
originally executed counterpart of this Amendment, but the failure to do so
shall not affect the validity, enforceability or binding effect of this
Amendment.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
8
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and year first above written.
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AGENT AND LENDERS:
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WACHOVIA
CAPITAL FINANCE CORPORATION (CENTRAL), as Agent and as
Lender
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇▇▇▇▇
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Title:
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Director
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BANK
OF AMERICA, N.A., as a Lender
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Senior
Vice President
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JPMORGAN
BUSINESS CREDIT CORP., as a Lender
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By:
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/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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Senior
Vice President
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▇▇▇▇▇▇▇
BUSINESS CREDIT, as a Lender
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇▇▇▇▇▇
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Title:
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AVP
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[SIGNATURES
CONTINUED ON NEXT PAGE]
[Signature
Page to Amendment No. 2 to Ratification Agreement; Amendment No. 9 to
LSA]
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1336786.4
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[SIGNATURES
CONTINUED FROM PRIOR PAGE]
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THE
CIT GROUP/COMMERCIAL SERVICES, INC., as a Lender
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇▇▇▇▇
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Title:
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S.V.P.
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UPS
CAPITAL CORPORATION, as a Lender
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
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Title:
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Director,
Portfolio Management
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RZB
FINANCE LLC, as a Lender
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By:
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/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
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Title:
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First
Vice President
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇
▇▇▇▇▇
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Title:
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Vice
President
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[SIGNATURES
CONTINUED ON NEXT PAGE]
[Signature
Page to Amendment No. 2 to Ratification Agreement; Amendment No. 9 to
LSA]
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1336786.4
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[SIGNATURES
CONTINUED FROM PRIOR PAGE]
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BORROWERS
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HARTMARX
CORPORATION, as Debtor and Debtor-in-Possession
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Senior
Vice President
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▇▇▇▇▇▇▇
APPAREL GROUP LIMITED
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Vice
President
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GUARANTORS
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EACH
OF THE COMPANIES LISTED ON
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EXHIBIT
A HERETO, each as Debtor and Debtor-in-Possession
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Vice
President
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[Signature
Page to Amendment No. 2 to Ratification Agreement; Amendment No. 9 to
LSA]
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1336786.4
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EXHIBIT
A
TO
AMENDMENT
Guarantors
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Anniston
Sportswear Corporation
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Consolidated
Apparel Group, Inc.
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Direct
Route Marketing Corporation
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▇▇▇▇
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇
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▇▇▇▇▇▇-▇▇▇▇▇▇▇
Co., Inc.
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HMX
Sportswear, Inc.
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International
Women’s Apparel, Inc.
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▇▇▇▇▇▇-▇▇▇▇,
Inc.
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HMX
Luxury, Inc.
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Monarchy
Group, Inc., formerly known as M Acquisition
Corp.
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▇.
▇▇▇▇ & Company, Inc.
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National
Clothing Company, Inc.
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Simply Blue Apparel, Inc.,
formerly known as SB Acquisition
Corp.
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Universal
Design Group, Ltd.
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Briar,
Inc.
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Chicago
Trouser Company, Ltd.
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C.
M. Clothing, Inc.
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C.
M. Outlet Corp.
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Country
Miss, Inc.
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Country
Suburbans, Inc.
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E-Town
Sportswear Corporation
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▇▇▇▇▇▇▇▇-▇▇▇▇▇,
Inc.
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Gleneagles,
Inc.
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Handmacher
Fashions Factory Outlet, Inc.
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▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇,
Inc.
|
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Hartmarx
International, Inc.
|
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▇▇▇▇
Services, Inc.
|
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▇▇▇▇.
▇▇▇▇▇ Clothes, Inc.
|
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▇▇▇▇▇▇▇,
▇▇▇▇▇ & Hill, Inc.
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Hoosier
Factories, Incorporated
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HSM
University, Inc.
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Intercontinental
Apparel, Inc.
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JRSS,
Inc.
|
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|
Kuppenheimer
Men’s Clothiers Dadeville, Inc.
|
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NYC
Sweaters, Inc.
|
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106
Real Estate Corp.
|
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|
▇▇▇▇▇▇
Surrey, Inc.
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Robert’s
International Corporation
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SALHOLD,
Inc.
|
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Seaford
Clothing Co.
|
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Society
Brand, Ltd.
|
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▇▇▇▇▇▇▇.▇▇▇
Apparel, Inc.
|
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TAG
Licensing, Inc.
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Tailored
Trend, Inc.
|
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Thorngate
Uniforms, Inc.
|
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Trade
Finance International Limited
|
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Winchester
Clothing Company
|
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Yorke
Shirt Corporation
|
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Zooey
Apparel, Inc.
|