Exhibit 10(m)(vi)





EXHIBIT 10(m)(vi)




EXECUTION COPY




CONSENT AND WAIVER, dated as of June 12, 2009 (this “Consent”), to the Amended and
Restated Credit Agreement, dated as of January 12, 2009 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Liz Claiborne, Inc., Mexx Europe
B.V., Liz Claiborne Canada Inc., the other Loan Parties from time to time party thereto, the
Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and US Collateral Agent,
J.P. Morgan Europe Limited, as European Administrative Agent and European Collateral Agent,
JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent and Canadian Collateral
Agent, Bank of America, N.A. and SunTrust Bank, as Syndication Agents, and Wachovia Bank, National
Association, as Documentation Agent.



W I T N E S S E T H:




WHEREAS, the Borrowers, the Lenders, the Syndication Agents, the Documentation Agent, the
Administrative Agent, the European Administrative Agent and the Canadian Administrative Agent are
parties to the Credit Agreement;



WHEREAS, the Company has requested that the Administrative Agent, with the consent of the
Required Lenders, permit the Company to issue and sell (the “Offering”) its convertible
debt securities in an aggregate face amount of up to $145,000,000 (the “Convertible
Securities”); to purchase call options (the “Call Options”) with respect to shares of
its common stock as a hedge of its obligations under the Convertible Securities; to sell warrants
(the “Warrants”) with respect to shares of its common stock with a higher strike price in
connection therewith; and to exercise any rights and perform any of its obligations under any of
the Convertible Securities, the Call Options, the Warrants and any related agreements or
undertakings, including without limitation any obligation of the Company pursuant to any
conversion, exercise or termination thereof, and any payment, prepayment or delivery with respect
thereto, whether at maturity or upon conversion, exercise or termination thereof, and whether in
cash or through the issuance or delivery of shares of its common stock or any combination thereof
(all of the foregoing, collectively, the “Convertible Transactions”);



WHEREAS, in connection with the Offering, the Borrowers have requested that the Lenders waive
compliance with certain terms in the Credit Agreement in the manner provided for herein; and



WHEREAS, the Administrative Agent and the Lenders are willing to consent to the Offering and
the Convertible Transactions and agree to the requested waivers subject to the provisions of this
Consent;



NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as
follows:



1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein
which are defined in the Credit Agreement are used herein as therein defined.



2. Consent and Waiver. Notwithstanding anything to the contrary set forth in the
Credit Agreement, the Lenders hereby consent to the Offering and the Convertible Transactions and
waive any violations of Sections 6.01, 6.02 (solely to the extent resulting from the existence of
the Call Options) 6.04, 6.05 (solely to the extent resulting from the sale of the Warrants), 6.08
and 6.09 of the Credit Agreement that might otherwise result therefrom (it being understood that
the consummation of the Offering and the Convertible Transactions shall be deemed not to utilize
any baskets set forth in such



 


 









 






Sections); provided that no Default or Event of Default shall have occurred and be
continuing immediately prior to, or result from, the consummation of the Offering (after giving
effect to this Consent).



3. Representations and Warranties. The Borrowers hereby represent that as of the
Effective Date (as defined below) each of the representations and warranties made by any Loan Party
in or pursuant to the Loan Documents is true and correct in all material respects as if made on and
as of such date (it being understood and agreed that any representation or warranty that by its
terms is made as of a specific date shall be required to be true and correct in all material
respects only as of such specified date), and no Default or Event of Default has occurred and is
continuing.



4. Effectiveness of Consent. This Consent shall become effective on and as of the
date (such date the “Effective Date”) of satisfaction of the following conditions:




(a) execution and delivery of this Consent by the Borrowers, the other Loan Parties, the
Administrative Agent and the Required Lenders;




(b) to the extent the issuance of the Convertible Securities is consummated on or prior to
the Effective Date, the Administrative Agent shall have received an executed copy of all material
agreements or instruments governing or evidencing any of the Convertible Securities, all in form
and substance reasonably acceptable to the Administrative Agent; and




(c) receipt by the Administrative Agent of all fees and expenses reimbursable under Section 7
below for which invoices have been presented (including the reasonable fees and expenses of legal
counsel).



5. Conditions Subsequent. The Borrowers acknowledge and agree that this Consent shall
terminate and be of no further force and effect on the earlier of (a) August 31, 2009 if the
issuance of the Convertible Securities shall not have been consummated on or prior to such date on
terms reasonably satisfactory to the Administrative Agent and (b) the date that is 3 days following
receipt by the Company or any of its Subsidiaries of the Net Proceeds of such issuance if the Loans
shall not have been repaid during such period in an amount equal to (i) the amount of such Net
Proceeds, less (ii) the portion of the cost of the Call Options that is not offset by the net
proceeds of the Warrants (or, if less, the aggregate principal amount of Loans outstanding on such
date), without any corresponding reduction in the Commitments.



6. Reconfirmation. Each of the Loan Guarantors party hereto hereby (a) consents to the
transactions contemplated by this Consent and (b) acknowledges and agrees that the guarantees and
grants of security interests made by such party contained in the Credit Agreement and the other
Loan Documents are, and shall remain, in full force and effect after giving effect to this Consent
and all previous amendments to the Credit Agreement.



7. Expenses. The Borrowers agree to pay and reimburse the Administrative Agent for
all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and
delivery of this Consent, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent.



8. Effect. Except as expressly amended hereby, all of the representations,
warranties, terms, covenants and conditions of the Loan Documents shall remain unamended and not
waived and shall continue to be in full force and effect.


 


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9. Counterparts. This Consent may be executed in any number of counterparts by the
parties hereto (including by facsimile transmission), each of which counterparts when so executed
shall be an original, but all the counterparts shall together constitute one and the same
instrument.



10. Severability. Any provision of this Consent which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.



11. Integration. This Consent and the other Loan Documents represent the entire
agreement of the Loan Parties, the Administrative Agent, the European Administrative Agent, the
Canadian Administrative Agent and the Lenders with respect to the subject matter hereof, and there
are no promises, undertakings, representations or warranties by the Administrative Agent, the
European Administrative Agent, the Canadian Administrative Agent or any Lender relative to the
subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.



12. GOVERNING LAW. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


 


3









 





IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	BORROWERS



LIZ CLAIBORNE, INC.

 	 
	 	By:  	/s/ Nicholas Rubino
 	 
	 	 	Name:  	Nicholas Rubino 	 
	 	 	Title:  	Senior Vice President,
Chief Legal Officer 

General Counsel and Secretary 	 
	 	

LIZ CLAIBORNE CANADA, INC.

 	 
	 	By:  	/s/ Nicholas Rubino
 	 
	 	 	Name:  	Nicholas Rubino 	 
	 	 	Title:  	Director 	 
	 	

MEXX EUROPE B.V.

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 



SIGNATURE PAGE TO THE CONSENT








 


 









 







	 	 	 	 	 
	 	LOAN PARTIES



LIZ CLAIBORNE, INC.

 	 
	 	By:  	/s/ Nicholas Rubino
 	 
	 	 	Name:  	Nicholas Rubino 	 
	 	 	Title:  	Senior Vice President, Chief Legal Officer,

General Counsel and Secretary 	 
	 
	 	LIZ CLAIBORNE CANADA INC.

 	 
	 	By:  	/s/ Nicholas Rubino
 	 
	 	 	Name:  	Nicholas Rubino 	 
	 	 	Title:  	Director 	 
	 
	 	MEXX EUROPE B.V.

 	 
	 	By:  	/s/   Gerard  Johannes   Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 




SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	C&C CALIFORNIA, INC.

JUICY COUTURE, INC.

SKYLARK SPORT MARKETING CORPORATION

DB NEWCO CORP.

NONEE I HOLDING, LLC (f/k/a ENYCE HOLDING LLC)

NONEE I, LLC (f/k/a ENYCE, L.L.C.)

HAVANA LLC

KATE SPADE LLC

L. C. AUGUSTA, INC.

L.C. CARIBBEAN HOLDINGS, INC.

LC LIBRA, LLC

L.C. LICENSING, INC.

L.C. SERVICE COMPANY, INC.

L.C. SPECIAL MARKETS, INC.

LCI ACQUISITION U.S., INC.

LCI HOLDINGS, INC.

LCI INVESTMENTS, INC.

BOODLE, INC. (f/k/a LCI LAUNDRY, INC.)

LIZ CLAIBORNE ACCESSORIES, INC.

LIZ CLAIBORNE ACCESSORIES-SALES, INC.

LIZ CLAIBORNE COSMETICS, INC.

LIZ CLAIBORNE EXPORT, INC.

LIZ CLAIBORNE FOREIGN HOLDINGS, INC.

LIZ CLAIBORNE JAPAN, INC.

LIZ CLAIBORNE PUERTO RICO, INC.

LIZ CLAIBORNE SALES, INC.

LIZ CLAIBORNE SHOES, INC.

LUCKY BRAND DUNGAREES, INC.

LUCKY BRAND DUNGAREES STORES, INC.

MONET INTERNATIONAL, INC.

MONET PUERTO RICO, INC.

SEGRETS, INC.

WESTCOAST CONTEMPO PROMENADE, INC.

WESTCOAST CONTEMPO RETAIL, INC.

WESTCOAST CONTEMPO (U.S.A.) INC.

 	 
	 	By:  	/s/ Andrew C. Warren
 	 
	 	 	Name:  	Andrew C. Warren 	 
	 	 	Title:  	Chief Financial Officer 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	WESTCOAST CONTEMPO FASHIONS LIMITED

 	 
	 	By:  	/s/ Nicholas Rubino
 	 
	 	 	Name:  	Nicholas Rubino 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX AUSTRIA GMBH

 	 
	 	By:  	/s/  Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX BELGIUM NV

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX SCANDINAVIA FINLAND OY

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 



SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	RETRAIN NV

 	 
	 	By:  	/s/ Gerard  Johannes Berghuis
 	 
	 	 	Name:  	Gerard  Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX BOUTIQUES SARL

 	 
	 	By:  	/s/ Gerard  Johannes Berghuis
 	 
	 	 	Name:  	Gerard  Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX DEUTSCHLAND GMBH

 	 
	 	By:  	/s/ Gerard  Johannes Berghuis
 	 
	 	 	Name:  	Gerard  Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX DIRECT GMBH & CO KG

 	 
	 	By:  	
/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX HOLDING GMBH

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX MODEHANDELS GMBH

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	VERWALTUNGSGESELLSCHAFT MEXX DIRECT MBH

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX HELLAS EPE

 	 
	 	By:  	/s/  Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard  Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	GIVEN UNDER THE COMMON SEAL OF MEXX IRELAND LIMITED

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 
	 	 	  	 	 
	 	By:  	/s/ Ivo Vliegen	 
	 	 	Name:  	Ivo Vliegen	 
	 	 	Title:  	Chief  Financial Officer 	 



SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX ITALY S.R.L.

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 



SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX LUXEMBOURG S.À.R.L.

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 



SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	LIZ CLAIBORNE 3 BV

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Managing Director 	 




SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	LIZ CLAIBORNE 2 BV

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Managing Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX EUROPE HOLDING BV

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Managing Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX EUROPE INTERNATIONAL BV

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Managing Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX GROUP BV

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Managing Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX HOLDING INTERNATIONAL BV

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Managing Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX HOLDING NETHERLANDS BV

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Managing Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX NEDERLAND BV

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Managing Director 	 



SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX NEDERLAND RETAIL BV

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Managing Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX SCANDINAVIA AS

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX SOUTHERN EUROPE, S.L.

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title: 	Director	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX SCANDINAVIA AKTIEBOLAG

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX MODEHANDELS AG

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX SWITZERLAND GMBH

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX LIMITED

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	MEXX DIRECT HOLDING B.V.

 	 
	 	By:  	/s/ Gerard Johannes Berghuis
 	 
	 	 	Name:  	Gerard Johannes Berghuis 	 
	 	 	Title:  	Managing Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent,

US Collateral Agent and Lender

 	 
	 	By:  	/s/ Donna M. DiForio
 	 
	 	 	Name:  	Donna M. DiForio 	 
	 	 	Title:  	Vice President 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	J.P. MORGAN EUROPE LIMITED, as European

Administrative Agent and European Collateral Agent

 	 
	 	By:  	/s/ Tim Jacob	 
	 	 	Name:  	Tim Jacob	 
	 	 	Title:  	Senior Vice President 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., TORONTO

BRANCH, as Canadian Administrative Agent and 

Canadian Collateral Agent

 	 
	 	By:  	/s/ Dan Howat
 	 
	 	 	Name:  	Dan Howat 	 
	 	 	Title:  	Senior Vice President 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	SunTrust Bank, as Lender

 	 
	 	By:  	/s/ Patrick Wiggins
 	 
	 	 	Name:  	Patrick Wiggins 	 
	 	 	Title:  	Vice President 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	Bank of America, N.A., as Lender

 	 
	 	By:  	/s/ Christine Hutchinson
 	 
	 	 	Name:  	Christine Hutchinson 	 
	 	 	Title:  	Principal 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	Bank of America, N.A., as Lender

 	 
	 	By:  	/s/ Bernisi Morrin
 	 
	 	 	Name:  	Bernisi Morrin 	 
	 	 	Title:  	VICE PRESIDENT 

LONDON BRANCH 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	Bank of America, N.A., Canada branch, as Lender

 	 
	 	By:  	/s/ Medina Sales de Andrade
 	 
	 	 	Name:  	Medina Sales de Andrade 	 
	 	 	Title:  	Vice President 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender

 	 
	 	By:  	/s/ Susan T. Gallagher
 	 
	 	 	Name:  	Susan T. Gallagher 	 
	 	 	Title:  	Director 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	HSBC Business Credit (USA) Inc., as Lender

 	 
	 	By:  	/s/ Kysha A. Pierre Louis
 	 
	 	 	Name:  	Kysha A. Pierre Louis 	 
	 	 	Title: 	Vice President	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	BANQUE ARTESIA NEDERLAND N.V., as Lender

 	 
	 	By:  	/s/ W. Hulstein
 	 
	 	 	Name:  	W. Hulstein 	 
	 	 	Title:  	Branch Manager 	 
	 	 	 
	 	By:  	/s/ A.J.J. Jacobs
 	 
	 	 	Name:  	A.J.J. Jacobs 	 
	 	 	Title:  	Sr Account Manager 	 


SIGNATURE PAGE TO THE CONSENT





 


 









 





	 	 	 	 	 
	 	ISRAEL DISCOUNT BANK OF NEW YORK, as Lender

 	 
	 	By:  	/s/ Jeffrey S. Ackerman	 
	 	 	Name:  	Jeffrey S. Ackerman	 
	 	 	Title:  	Senior Vice President	 
	 
	 	ISRAEL DISCOUNT BANK OF NEW YORK, as Lender

 	 
	 	By:  	/s/ Edward Behnen	 
	 	 	Name:  	Edward Behnen	 
	 	 	Title:  	AVP	 



SIGNATURE PAGE TO THE CONSENT