bws072307ex10_1d.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

                       EXHIBIT
          10.1d

      

    

    


    THIRD
      AMENDMENT TO

    AMENDED
      AND RESTATED CREDIT AGREEMENT

    


    This
      Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”)
      is made as of the 23rd day of July, 2007, by and among

    


    BROWN
      SHOE COMPANY, INC., a corporation organized under the laws of the State of
      New
      York having a place of business at 8300 Maryland Avenue, St. Louis, Missouri
      63105, as Lead Borrower for the Borrowers, being

     

    said
      BROWN SHOE COMPANY, INC.,

     

    SIDNEY
      RICH ASSOCIATES, INC., a corporation organized under the laws of the State
      of
      Missouri having a place of business at 8300 Maryland Avenue, St. Louis, Missouri
      63105;

     

    BROWN
      GROUP RETAIL, INC., a corporation organized under the laws of the Commonwealth
      of Pennsylvania having a place of business at 8300 Maryland Avenue, St. Louis,
      Missouri 63105;

     

    BROWN
      SHOE INTERNATIONAL CORP. (f/k/a Brown Shoe International, LLC), a corporation
      organized under the laws of the State of Delaware having a place of business
      at
      8300 Maryland Avenue, St. Louis, Missouri 63105;

     

    BUSTER
      BROWN & CO., a corporation organized under the laws of the State of Missouri
      having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105;
      and

     

    BENNETT
      FOOTWEAR GROUP LLC, a Delaware limited liability company having a place of
      business at 8300 Maryland Avenue, St. Louis, Missouri 63105;

     

    BROWN
      SHOE COMPANY OF CANADA LTD, a Canadian corporation having a place of business
      at
      1857 Rodgers Road, Perth, Ontario, Canada K7H 3E8, as a Loan Party but not
      as
      Borrower;

     

    the
      LENDERS party hereto; and

     

    BANK
      OF
      AMERICA, N.A., as Lead Issuing Bank, a national banking association having
      a
      place of business at 100 Federal Street, Boston, Massachusetts 02110;
      and

     

    BANK
      OF
      AMERICA, N.A., as Administrative Agent and Collateral Agent for the Lenders
      and
      the Secured Parties, a national banking association, having an office at 100
      Federal Street, Boston, Massachusetts 02110; and

     

    LASALLE
      BANK NATIONAL ASSOCIATION, as Syndication Agent; and

     

    WELLS
      FARGO FOOTHILL, LLC, as Documentation Agent

     

    in
      consideration of the mutual covenants herein contained and benefits to be
      derived herefrom.

     

    WITNESSETH

    


    WHEREAS,
      the Lead Borrower, the other Borrowers (other than Bennett Footwear Group LLC),
      Brown Canada, the Administrative Agent, the Collateral Agent, the Lenders,
      the
      Lead Issuing Bank, the Syndication Agent, and the Documentation Agent have
      entered into an Amended and Restated Credit Agreement dated as of July 21,
      2004,
      as amended by a First Amendment thereto, dated as of March 14, 2005 and by
      a
      Second Amendment thereto dated February 14, 2006 (as amended so and as in
      effect, the “Credit Agreement”); and

    


    WHEREAS,
      the Lead Borrower, the other Borrowers, Brown Canada, the Administrative Agent
      ,
      the Collateral Agent, the Lenders, the Lead Issuing Bank, the Syndication Agent,
      and the Documentation Agent have agreed to amend certain provisions of the
      Credit Agreement as set forth herein.

    


    NOW
      THEREFORE, it is hereby agreed as follows:

    


    
      	
              1.  

            	
              Definitions:
                All capitalized terms used herein and not otherwise defined shall
                have the
                same meaning herein as in the Credit
                Agreement.

            


    

     

    
      	
              2.  

            	
              Amendment
                to Article 1.  The provisions of Section 1.1 of the Credit
                Agreement are hereby amended as
                follows:

            


    

     

    
      	
              a.  

            	
              The
                definition of “Appraisal Percentage” is hereby deleted in its entirety and
                the following substituted in its
                stead:

            


    

     

    “Appraisal
      Percentage” shall mean 90%.

     

    
      	
              b.  

            	
              The
                definition of “Borrowers” is hereby deleted in its entirety and the
                following substituted in its stead:

            


    

     

    “Borrowers”
      means individually and collectively, the Lead Borrower, Sidney Rich, Brown
      Retail, Brown International, Buster Brown, Bennett, and any other Person which
      becomes a “Borrower” in accordance with the provisions of this
      Agreement.

     

    
      	
              c.  

            	
              The
                definition of “Borrowing Base” is hereby amended by deleting clause (a) of
                such definition and substituting the following in its
                stead:

            


    

     

    (a)
      (i)
      the Appraisal Percentage multiplied by (ii)(A) the Appraised Value of Eligible
      Inventory minus (B) Inventory Reserves; plus

     

    
      	
              d.  

            	
              The
                definition of “Disqualified Capital Stock” is amended to read
                “Disqualified Stock.”

            


    

     

    
      	
              e.  

            	
              The
                definition of “Eligible Inventory” is hereby amended by deleting clause
                (i) thereof in its entirety and substituting the following in its
                stead:

            


    

     

    (i)           Inventory
      which is acquired in a Permitted Acquisition unless the Collateral Agent, in
      its
      Permitted Discretion, agrees that such Inventory shall temporarily be deemed
      Eligible Inventory, provided, however that if the Collateral Agent so
      agrees, the advance rate against such Inventory shall not exceed 50% of the
      Cost
      of such Inventory and such Inventory shall be deemed Eligible Inventory for
      no
      more than ninety (90) days except as set forth in the following proviso, and
      provided further that, during such ninety (90) day period referred to
      above, the Collateral Agent shall cause an appraisal of such Inventory to be
      completed, shall establish Inventory Reserves (if applicable) therefor, and
      shall otherwise determine whether such Inventory shall be deemed Eligible
      Inventory;

     

    
      	
              f.  

            	
              The
                definition of “Inventory Advance Rate” is hereby deleted in its
                entirety.

            


    

     

    
      	
              g.  

            	
              The
                definition of “Line Fee” is hereby amended by deleting the number “0.30%”
                and substituting the number “0.25%” in its
                stead.

            


    

     

    
      	
              h.  

            	
              The
                definition of “Permitted Acquisition” is hereby amended by deleting clause
                (vii) thereof in its entirety and substituting the following in its
                stead:

            


    

     

    (vii)
      the
      total consideration paid or payable in connection with any Acquisition (whether
      in cash, property or securities) shall not exceed $35,000,000 for any
      Acquisition or $100,000,000 in the aggregate for all Acquisitions after the
      Third Amendment Effective Date, unless, in each case, the Payment Conditions
      are
      satisfied; and

     

    
      	
              i.  

            	
              The
                definition of “Permitted Consignment” is hereby amended by deleting the
                number “$3,000,000” appearing therein and substituting the number
                “$35,000,000” in its stead.

            


    

     

    
      	
              j.  

            	
              The
                definition of “Permitted Encumbrances” is hereby amended by deleting the
                number “$500,000” appearing in clause (ii) and substituting the number
                “$35,000,000” in its stead.

            


    

     

    
      	
              k.  

            	
              The
                definition of “Permitted Stock Repurchase” is hereby deleted in its
                entirety and the following substituted in its
                stead:

            


    

     

    “Permitted
      Stock Repurchase” means a purchase by the Lead Borrower of Capital Stock of
      the Lead Borrower; provided that the aggregate of all such purchases
      shall not exceed $35,000,000 for any Permitted Stock Repurchase or $100,000,000
      in the aggregate for all Permitted Stock Repurchases after the Third Amendment
      Effective Date, unless, in each case, the Payment Conditions are
      satisfied.

     

    
      	
              l.  

            	
              The
                definition of “Pro Forma Conditions” is hereby deleted in its
                entirety.

            


    

     

    
      	
              m.  

            	
              The
                definition of “Pro Forma Fixed Charge Coverage Ratio” is hereby deleted in
                its entirety.

            


    

     

    
      	
              n.  

            	
              The
                following new definitions are hereby added to Article 1 in appropriate
                alphabetical order:

            


    

     

    
      	
              i.  

            	
              “Bennett”
                means Bennett Footwear Group LLC, a Delaware limited liability
                company.

            


    

     

    
      	
              ii.  

            	
              “Payment
                Conditions” means, at the time of determination with respect to a
                specified transaction or payment, that (a) no Default or Event of
                Default
                then exists or would arise as a result of the  entering into
                such transaction or the making of such payment and (b) prior to and
                after
                giving effect to such transaction or payment, Excess Availability
                shall be
                greater than $35,000,000; (c) the Fixed Charge Coverage Ratio, on
                a
                pro-forma basis (after giving effect to such transaction or payment)
                for
                the twelve months preceding such transaction or payment, shall be
                equal to
                or greater than 1.0:1.0 and (d) the Loan Parties shall have provided
                the
                Administrative Agent with a certificate from a Financial Officer
                demonstrating to the reasonable satisfaction of the Administrative
                Agent
                that, on a pro forma basis (after giving effect to such transaction
                or
                payment), the Loan Parties, taken as a whole, are, and will be,
                Solvent.

            


    

     

    
      	
              iii.  

            	
              “Third
                Amendment” means the Third Amendment to Amended and Restated Credit
                Agreement dated as of the 23rd day of July,
                2007.

            


    

     

    
      	
              iv.  

            	
              “Third
                Amendment Effective Date” means July 23,
                2007.

            


    

     

    
      	
              3.  

            	
              Amendment
                to Article 2.  The provisions of Section 2.13 of the Credit
                Agreement are hereby amended by deleting the number “0.30%” and
                substituting the number “0.25%” in its
                stead.

            


    

     

    
      	
              4.  

            	
              Amendment
                to Article V.  The provisions of Section 5.1(i) are hereby
                deleted in their entirety and the following substituted in their
                stead:

            


    

     

    (i)
      with
      respect to each Permitted Acquisition, to the extent permitted by Applicable
      Law, as soon as available, but not less than ten (10) Business Days prior to
      the
      consummation of a Permitted Acquisition, written notice to the Administrative
      Agent of such Permitted Acquisition together with a copy of all business and
      financial information reasonably requested by the Administrative Agent and,
      in
      the event that the total consideration paid or payable in connection with such
      Permitted Acquisition (whether in cash, property or securities) exceeds
      $35,000,000 or the total consideration paid or payable in connection with such
      Permitted Acquisition together with all other Permitted Acquisitions consummated
      after the Third Amendment Effective Date (whether in cash, property or
      securities) exceeds $100,000,000, a certificate of a Financial Officer of the
      Lead Borrower certifying (and showing the calculations therefor in reasonable
      detail) that the Payment Conditions will be satisfied, and (ii) as soon as
      available the information provided to the board of directors of the Lead
      Borrower with respect to such Permitted Acquisition;

     

    
      	
              5.  

            	
              Amendments
                to Article 6.  The provisions of Article 6 of the Credit
                Agreement are amended as follows:

            


    

     

    
      	
              a.  

            	
              The
                provisions of Section 6.1(d) are hereby amended by deleting the words
“the
                Pro Forma Conditions” and substituting the words “the Payment Conditions”
                in their stead.

            


    

     

    
      	
              b.  

            	
              The
                provisions of Section 6.1(i) are hereby deleted in their entirety
                and the
                following substituted in their
                stead:

            


    

     

    (i)           Intentionally
      Omitted.

     

    
      	
              c.  

            	
              The
                provisions of Section 6.1(j) are hereby deleted in their entirety
                and the
                following substituted in their
                stead:

            


    

     

    (j)           Subordinated
      Debt (other than Indebtedness described in subsection (k) below) provided
      that after giving effect to the incurrence thereof, the Payment Conditions
      are satisfied;

     

    
      	
              d.  

            	
              The
                provisions of Section 6.1(k) are hereby deleted in their entirety
                and the
                following substituted in their
                stead:

            


    

     

    (k)           Unsecured
      Indebtedness for borrowed money, including, without limitation, Subordinated
      Debt (other than Indebtedness described in subsection (j) above), provided
      that (A) after giving effect to the incurrence thereof and the projected
      refinancing or refunding thereof, the Payment Conditions are satisfied (except
      that it shall not be necessary to satisfy the Payment Conditions with respect
      to
      any such refinancing, refunding or exchange for any bridge facility permitted
      under this Section 6.1(k)) with the proceeds of any publicly issued or privately
      placed notes, any exchange notes or any rollover notes, in each case issued
      to
      refinance or refund, or in exchange for any such bridge facility), (B)
      constitutes a bridge loan pending the consummation of a debt or equity issuance,
      and (C) the principal of which will not be repaid (other than (1) from the
      proceeds of such debt or equity issuance or from any rollover loans, publicly
      issued or privately placed notes, or exchange notes issued in exchange for
      the
      bridge loan, or (2) as permitted pursuant to Section 6.7(b)(i) hereof) until
      all
      Obligations have been paid in full and all Commitments terminated;

     

    
      	
              e.  

            	
              The
                provisions of Section 6.1(o) are hereby deleted in their entirety
                and the
                following substituted in their
                stead:

            


    

     

    (o)           Other
      unsecured Guarantees of Indebtedness and other obligations of any Subsidiary
      which is not a Loan Party, provided that no payment shall be made on
      account of any such Guarantee unless the Payment Conditions are satisfied at
      the
      time of payment;

     

    
      	
              f.  

            	
              The
                provisions of Section 6.1(q) are hereby amended by deleting the words
“the
                Pro Forma Conditions” and substituting the words “the Payment Conditions”
                in their stead.

            


    

     

    
      	
              g.  

            	
              The
                provisions of Section 6.1(s) are hereby in their entirety and the
                following substituted in their
                stead:

            


    

     

    (s)
      other
      unsecured Indebtedness in an aggregate principal amount not to exceed
      $100,000,000 at any time outstanding, unless at the time of incurrence of any
      Indebtedness which would result in such amount being exceeded, the Payment
      Conditions shall have been satisfied.

     

    
      	
              h.  

            	
              The
                provisions of Section 6.4(g) are hereby deleted in their entirety
                and the
                following substituted in their
                stead:

            


    

     

    (g)           Investments
      by a Loan Party in a Subsidiary (including, without limitation, in a Foreign
      Subsidiary) which is not a Loan Party, in a joint venture (including, without
      limitation, in or with a foreign Person) or in a Person (including, without
      limitation, in a foreign Person)which constitutes a minority equity interest
      in
      such Person provided that such Investments do not exceed $35,000,000 for
      any single Investment or $100,000,000 in the aggregate for all such Investments
      after the Third Amendment Effective Date, unless, in each case, the Payment
      Conditions are satisfied; and provided further that for purposes of
      calculation, the amount of any Investment shall be the aggregate cash Investment
      less all cash returns, cash dividends and cash distributions (or the
      fair market value of any non-cash returns, dividends and distributions) received
      by such Loan Party from such Subsidiary, joint venture or Person;

    


    
      	
              i.  

            	
              The
                provisions of Section 6.4(j) are hereby deleted in their entirety
                and the
                following substituted in their
                stead:

            


    

     

    (j)  for
      the period prior to the date on which Shoes.com shall become a Borrower,
      additional Investments by the Loan Parties in Shoes.com (i) consisting of trade
      payables due a Loan Party from Shoes.com which are not current in an aggregate
      outstanding amount not to exceed $17,000,000 at any time, (ii) other Investments
      in Shoes.com, provided that immediately before and after giving effect to any
      such Investment described in this clause (ii), the Payment Conditions are
      satisfied, it being understood that on or after the date on which Shoes.com
      shall become a Borrower, the provisions of this clause (j) shall be inapplicable
      to Investments by a Loan Party in Shoes.com (whether made before or after such
      date); and

     

    
      	
              j.  

            	
              The
                provisions of Section 6.4(k) are hereby deleted in their entirety
                and the
                following substituted in their
                stead:

            


    

     

    (k)
      other
      Investments in an aggregate amount not to exceed $35,000,000 after the Third
      Amendment Effective Date.

     

    
      	
              k.  

            	
              The
                provisions of Section 6.6 are hereby amended by deleting the word
“and”
                appearing at the end of clauses (i) and (iv) of the proviso thereto
                and by
                adding the following to the end of clause
                (v):

            


    

     

    and
      (vi)
      from and after the date on which Shoes.com becomes a Borrower, clause (b) of
      this Section shall not apply to the restrictions set forth in the certificate
      of
      incorporation of Shoes.com as in effect on the Third Amendment Effective
      Date.

     

    
      	
              l.  

            	
              The
                provisions of Section 6.7(a)(i) are hereby deleted in their entirety
                and
                the following substituted in their
                stead:

            


    

     

    (i)
      the
      Lead Borrower may declare and pay dividends quarterly with respect to its
      Capital Stock provided that the aggregate of all such dividends shall not
      exceed $35,000,000 for any single dividend declared to stockholders or
      $100,000,000 in the aggregate for all such dividends after the Third Amendment
      Effective Date, unless, in each case, the Payment Conditions are
      satisfied;

     

    
      	
              m.  

            	
              The
                provisions of Section 6.7(b)(ii) are hereby amended by deleting the
                words
                “the Pro Forma Conditions” and substituting the words “the Payment
                Conditions” in their stead.

            


    

     

    
      	
              6.  

            	
              Amendments
                to Article 7.  The provisions of Section 7.1(f) of the
                Credit Agreement are hereby deleted in their entirety and the following
                substituted in their stead:

            


    

     

    (f)
      any
      Borrower shall fail to make any payment (whether of principal or interest and
      regardless of amount) in respect of any Material Indebtedness when and as the
      same shall become due and payable (after giving effect to the expiration of
      any
      grace or cure period set forth therein) other than a failure to make any payment
      in respect of a Guarantee where such payment is prohibited by Section
      6.1(o);

     

    
      	
              7.  

            	
              Conditions
                to Effectiveness.

            


    

     

    
      	
              a.  

            	
              Paragraphs
                2 (other than clauses (a), (c), (e), (f) and (g) thereof), 4, 5 and
                6 of
                this Third Amendment shall not be effective until each of the following
                conditions precedent have been fulfilled to the satisfaction of the
                Administrative Agent::

            


    

     

    
      	
              i.  

            	
              This
                Third Amendment shall have been duly executed and delivered by the
                Borrowers, Brown Canada, the Administrative Agent, the Collateral
                Agent
                and the Required Lenders.  The Administrative Agent shall have
                received a fully executed copy hereof and of each other document
                required
                hereunder.

            


    

     

    
      	
              ii.  

            	
              No
                Default or Event of Default shall have occurred and be
                continuing.

            


    

     

    
      	
              iii.  

            	
              The
                Borrowers shall have provided such additional instruments, documents,
                and
                opinions of counsel to the Administrative Agent as the Administrative
                Agent and their counsel may have reasonably
                requested.

            


    

     

    
      	
              b.  

            	
              Clauses
                (a), (c), (e), (f) and (g) of Paragraph 2 and Paragraph 3 of this
                Third
                Amendment shall not be effective until each of the following conditions
                precedent have been fulfilled to the satisfaction of the Administrative
                Agent:

            


    

     

    
      	
              i.  

            	
              The
                conditions to effectiveness set forth in Paragraph 7(a)(ii) and 7(a)(iii)
                above shall have been satisfied.

            


    

     

    
      	
              ii.  

            	
              This
                Third Amendment shall have been duly executed and delivered by the
                Borrowers, Brown Canada, the Administrative Agent, the Collateral
                Agent
                and each of the Lenders.  The Administrative Agent shall have
                received a fully executed copy hereof and of each other document
                required
                hereunder.

            


    

     

    
      	
              8.  

            	
              Miscellaneous.

            


    

     

    
      	
              a.  

            	
              Except
                as provided herein, all terms and conditions of the Credit Agreement
                and
                the other Loan Documents remain in full force and effect.  The
                Borrowers each hereby ratify, confirm, and reaffirm all of the
                representations, warranties and covenants therein
                contained.

            


    

     

    
      	
              b.  

            	
              This
                Third Amendment may be executed in several counterparts and by each
                party
                on a separate counterpart, each of which when so executed and delivered,
                each shall be an original, and all of which together shall constitute
                one
                instrument.  Delivery of an executed counterpart of a signature
                page hereto by telecopy shall be effective as delivery of a manually
                executed counterpart hereof.

            


    

     

    
      	
              c.  

            	
              This
                Third Amendment expresses the entire understanding of the parties
                with
                respect to the matters set forth herein and supersedes all prior
                discussions or negotiations hereon.

            


    

     

    
      	
              d.  

            	
              This
                Third Amendment shall be governed by, and construed in accordance
                with,
                the law of the State of New York (without regard to its principles
                relating to choice and conflicts of law), but including section 5-1401
                of
                the New York General Obligations
                Law.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

                     

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
      executed and their seals to be hereto affixed as the date first above
      written.

     

    “The
      Borrowers”

     

    BROWN
      SHOE COMPANY, INC.

    SIDNEY
      RICH ASSOCIATES, INC.

    BROWN
      GROUP RETAIL, INC.

    BROWN
      SHOE INTERNATIONAL CORP.

    BUSTER
      BROWN & CO.

    BENNETT
      FOOTWEAR GROUP LLC

    as
      to
      each of the foregoing

    


    


    By:_____/s/_
      Mark E. Hood

    Name:
      Mark E. Hood

    Title:
      Senior Vice President and 

             
      Chief Financial Officer

    


    


    “Non-Borrower
      Loan Party”

    


    


    BROWN
      SHOE COMPANY OF CANADA LTD

    


    By:_____/s/_
      Mark E. Hood

    Name:
      Mark E. Hood

    Title:   Senior
      Vice President-Finance

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

                        

      

    


    BANK
      OF
      AMERICA, N.A., as Administrative Agent, Collateral Agent, Lead Issuing Bank
      and
      Lender

     

    By:_______/s/__Mark
      Twomey_______

    Print
      Name: Mark Twomey

    Title:
      Vice President

     

    LASALLE
      BANK NATIONAL ASSOCIATION

     

    By:_______/s/_Margaret
      Dierkes_______

    Print
      Name: Margaret Dierkes

    Title:
      First Vice President

     

    WELLS
      FARGO FOOTHILL, LLC

     

    By:________/s/  Jennifer
      Fong_________

    Print
      Name: Jennifer Fong

    Title:
      AVP

     

    WACHOVIA
      CAPITAL FINANCE CORPORATION (CENTRAL)

     

    By:________/s/____Brian
      Hynds_______

    Print
      Name: Brian Hynds

    Title:
      Vice President

     

    THE
      CIT
      GROUP/BUSINESS CREDIT, INC.

     

    By:________/s/___Manuel
      Borges______

    Print
      Name: Manuel Borges

    Title:
      Vice President

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
                    

        

      

    


    NATIONAL
      CITY BUSINESS CREDIT, INC.

     

    By:_______/s/____Kathryn
      C. Ellero_____

    Print
      Name: Kathryn C. Ellero

    Title:
      Vice President

     

    PNC
      BANK,
      NATIONAL ASSOCIATION

     

    By:_______/s/____Sherry
      Winick_______

    Print
      Name: Sherry Winick

    Title:
      Vice President

     

    GENERAL
      ELECTRIC CAPITAL CORPORATION

     

    By:_______/s/____Ronald
      Reese________

    Print
      Name: Ronald Reese

    Title:
      Duly Authorized Signatory

     

    REGIONS
      BANK f/k/a AMSOUTH BANK

     

    By:_______/s/____Cynthia
      Marinos _____

    Print
      Name: Cynthia Marinos

    Title:
      Attorney-in-Fact

     

    SUN
      TRUST
      BANK

     

    By:_______/s/____Lauren
      P. Carrigan___

    Print
      Name: Lauren P. Carrigan

    Title:
      Vice President

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WEBSTER
      BUSINESS CREDIT CORPORATION

     

    By:_______/s/__Walter
      K. Stockhecker___

    Print
      Name: Walter K. Stockhecker

    Title:
      Vice President

     

    FIRST
      BANK

     

    By:_______/s/___Brenda
      J. Laux________

    Print
      Name: Brenda J. Laux

    Title:
      Executive Vice President

     

    RZB
      FINANCE LLC

     

    By:_______/s/___Astrid
      Maria Noebauer__

    Print
      Name: Astrid Maria Noebauer

    Title:
      Group Vice President

     

    By:_______/s/___Shirley
      Ritch__________

    Print
      Name: Shirley Ritch

    Title:
      Assistant Vice President

     

    THE
      GOVERNOR & COMPANYOF THE BANK OF IRELAND

     

    By:_______/s/___Deirdre
      Reddan_______

    Print
      Name: Deirdre Reddan

    Title:
      Associate Director