Exhibit 10.1


 


Execution


 


AMENDMENT NO. 3 TO FOURTH AMENDED

AND RESTATED LOAN AND SECURITY AGREEMENT


 


AMENDMENT NO. 3 TO
FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of July 2, 2020 (this “Amendment No. 3”),
is entered into by and among Lerner New York, Inc., a Delaware corporation (“Lerner”),
Lernco, Inc., a Delaware corporation (“Lernco”), Lerner
New York Outlet, LLC, a Massachusetts limited liability company (“Lerner Outlet”), Lerner
New York FTF, LLC, a Delaware limited liability company (“Lerner FTF”, and together with Lerner, Lernco
and Lerner Outlet, collectively, “Borrowers” and individually each a “Borrower”), RTW
Retailwinds, Inc., a Delaware corporation (“RTW”), Lerner New
York Holding, Inc., a Delaware corporation (“Parent”), New York
 & Company Stores, Inc., a New York corporation (“NY & Co Stores”), Lerner
New York GC, LLC, an Ohio limited liability company (“Lerner GC”), and FTF GC, LLC, an Ohio limited liability
company (“FTF”, and together with RTW, Parent, NY & Co Stores and Lerner GC, collectively, “Guarantors”
and each a “Guarantor”), Wells Fargo Bank, National Association,
in its capacity as administrative and collateral agent (in such capacity, “Agent”) pursuant to the Loan Agreement
(as hereinafter defined) acting for and on behalf of the financial institutions which are parties to the Loan Agreement as lenders
(individually, each a “Lender” and collectively, “Lenders”).


 


W I T N E S S E T H:


 


WHEREAS, Agent, Lenders,
Borrowers and Guarantors are parties to financing arrangements 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 the Fourth Amended and
Restated Loan and Security Agreement, dated October 24, 2014, as amended (as the same now exists and is amended and supplemented
pursuant hereto and may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan
Agreement”) and together with all agreements, documents and instruments at any time executed and/or delivered in connection
therewith or related thereto (as may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced,
collectively, the “Financing Agreements”);


 


WHEREAS, Agent, Lenders,
Borrowers and Guarantors are parties to that certain Amendment No. 2 to the Loan Agreement dated June 3, 2020 (“Amendment
No. 2”) whereby, among other things, Agent and the Lenders agreed to forbear temporarily from exercising their rights
and remedies against the Borrowers based upon the Existing Defaults (as defined in the Amendment No. 2);


 


WHEREAS, Borrowers
and Guarantors have acknowledged that the Existing Defaults exist and are continuing as of the date hereof;


 


WHEREAS, on or
after the expiration of the Forbearance Period, as a result of the Existing Defaults, and in accordance with the terms of the
Loan Agreement and applicable law, the Agent and the Lenders may, among other things, (i) declare all or any portion of the
unpaid principal amount of the loans, and all other amounts owing or payable thereunder or under any other Financing
Agreement, to be immediately due and payable, (ii) continue to charge the Default Rate, (iii) terminate any then outstanding
commitments to lend to the Borrowers, without presentment, demand, protest or other notice of any kind, and (iv) exercise on
behalf of itself and the Lenders all rights and remedies available to it and the Lenders thereunder or under any other
Financing Agreement, at law or equity;


 






     


     


    

 


WHEREAS, as a result
of the upcoming expiration of the Forbearance Period, the Borrowers have requested that the Agent and the Lenders agree to extend
the Forbearance Period and forbear temporarily from exercising their rights and remedies against the Borrowers arising solely as
a result of the Existing Defaults, and the Agent and the Lenders are willing to do so, but only to the extent, and on the terms
and conditions, expressly set forth herein;


 


WHEREAS, Borrowers
and Guarantors have also requested that Agent and Lenders agree to amend certain terms and conditions of the Loan Agreement as
set forth in this Amendment No. 3;


 


NOW THEREFORE, in consideration
of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.                 
Definitions. For purposes of this Amendment No. 3, unless otherwise defined herein, all capitalized terms used herein
which are defined in the Loan Agreement shall have the meanings given to such terms in the Loan Agreement.


 


2.                 
Amendments to Loan Agreement. As of the Amendment No. 3 Effective Date, the Loan Agreement is amended as follows:


 


(a)              
Section 1.1. Section 1.1 of the Loan Agreement is amended by the addition, in alphabetical order, or the amendment
and restatement, as applicable, of the following definitions to read in their entirety as follows:


 


“Amendment
No. 3” means Amendment No. 3 to Fourth Amended and Restated Loan and Security Agreement, dated as of July 2, 2020, among
Agent, Lenders, Borrowers and Guarantors, as may be amended, modified, supplemented, extended, renewed, restated or replaced.


 


“Amendment
No. 3 Effective Date” means the date on which all of the conditions precedent to the effectiveness of Amendment No. 3
shall have been satisfied or shall have been waived by Agent in writing.


 


(b)              
Section 6.4(e). Section 6.4(e) of the Loan Agreement is hereby amended and restated in its entirety as follows:


 


[reserved]


 






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(c)               Section
6.4(f). Section 6.4(f) of the Loan Agreement is hereby amended and restated in its entirety as follows:


 


(f)        Borrowers
shall cause the outstanding principal balance of the Revolving Loans to be reduced to $0 on or before August 31, 2020.


 


(d)              
Forbearance. Section 5 of Amendment No. 2 is hereby amended and restated as follows:


 


“5.
Agent’s and Lenders’ Agreement to Forbear from Enforcement Action.


 


		(a)	Subject to the terms and conditions contained herein, the Agent and the Lenders agree to forbear
from exercising their rights and remedies under the Financing Agreements that arise solely as a result of the occurrence of the
Existing Defaults during (but only during) the period (such period being hereafter referred to as the “Forbearance Period”)
commencing on the Amendment No. 2 Effective Date and ending on the earliest to occur of: (i) July 15, 2020, (ii) the date any breach
by any Borrower of any of the terms set forth in this Amendment No. 2, and (iii) the date of the occurrence of any additional Defaults
or Events of Default under the Loan Agreement or other Financing Agreements (other than the Existing Defaults) (the “Forbearance
Termination Date”). The forbearance contained in this Amendment No. 2 shall not constitute a waiver of any of the Existing
Defaults or any other default or event of default that has occurred as of the date hereof, that may be continuing as of the date
hereof or that may occur after the date hereof, whether any such defaults or events of default are the same or similar to the Existing
Defaults. Each Borrower hereby acknowledges and affirms that, at any time on or after the Forbearance Termination Date, the agreement
of the Agent and the Lenders to forbear from exercising their rights and remedies under the Loan Agreement and other Financing
Agreements shall automatically and without further action terminate and be of no force and effect; it being understood and agreed
that the effect of such termination will be to permit Agent and Lenders to immediately exercise, without any further notice or
forbearance of any kind, all of its rights and remedies under the Loan Agreement, Financing Agreements, applicable law or otherwise,
without further notice or demand.



 


		(b)	Each Borrower and Guarantor acknowledges and agrees that notwithstanding anything to the contrary
set forth in the Loan Agreement, this Amendment No. 2, the other Financing Agreements or otherwise, (i) as a result of the Existing
Defaults, Agent and Lenders are under no obligation to continue to make Loans or provide other financial accommodations under the
Financing Agreements, (ii) Agent and Lenders may, in Agent’s sole and absolute discretion make additional Loans and provide
other financial accommodations to Borrowers under the Financing Agreements; and (iii) the making of any such additional Loans by
Agent and Lenders, if any, in Agent’s sole discretion, shall not be a waiver of the Existing Defaults or any future defaults
or events of default.



 






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(e)              
Budget. Exhibit B to Amendment No. 2 is amended and replaced in all respects and for all purposes by the amended
Budget attached hereto as Exhibit A.


 


3.                 
References. Each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,”
 “herein” or words of similar import, and each reference in the other Financing Agreements to the “Loan Agreement”
(including, without limitation, by means of words such as “thereunder” or “thereof” and words of similar
import), shall mean and be a reference to the Loan Agreement, as amended by this Amendment No. 3. Agent, each of the Lenders signatory
hereto, each Borrower and each Guarantor consent to the amendment of the Loan Agreement pursuant to this Amendment No. 3.


 


4.                 
Acknowledgment of Existing Defaults. Each Borrower acknowledges and agrees that each of the Existing Defaults has
occurred and continues to exist as of the date of this Amendment No. 3.


 


5.                 
Additional Event of Default. Each Borrower and Guarantor acknowledges and agrees that the failure to comply with
the terms of this Amendment No. 3 shall constitute an immediate Event of Default under the Loan Agreement.


 


6.                 
Representations and Warranties. Each Borrower and each Guarantor, jointly and severally, represents and warrants
with and to Agent, the other members of the Lender Group and Bank Product Providers as follows:


 


(a)              
No Default or Event of Default exists or has occurred and is continuing as of the date hereof other than the Existing Defaults;


 


(b)               The
execution, delivery and performance of this Amendment No. 3 and any other agreements, documents and instruments executed or
delivered by any Borrower or Guarantor in connection herewith (together with Amendment No. 2 and this Amendment No. 3, the
 “Amendment Documents”) and the consummation of the transactions contemplated hereby or thereby, and
compliance with the provisions hereof or thereof by each Borrower and Guarantor (i) are all within such Borrower’s
or Guarantor’s corporate or limited liability company powers, (ii) have been duly authorized, (iii) are not in
contravention of law or the terms of such Borrower’s or Guarantor’s certificate of incorporation, certificate of
formation, bylaws, operating agreement or other organizational documentation, or any indenture, agreement or undertaking to
which such Borrower or Guarantor is a party or by which such Borrower or Guarantor or its property are bound, except for
those lease agreements of Lerner for which Lerner did not obtain consents from the parties thereto with respect to this
Amendment No. 3, and (iv) will not result in the creation or imposition of, or require or give rise to any obligation to
grant, any lien, security interest, charge or other encumbrance upon any property of such Borrower or Guarantor other than
liens in favor of Agent or any Lender as contemplated by the Financing Agreements;


 






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(c)              
Each of the Amendment Documents to which each Borrower and Guarantor is a party constitute legal, valid and binding obligations
of such Borrower or Guarantor enforceable in accordance with their respective terms;


 


(d)              
All of the representations and warranties set forth in the Loan Agreement, and the other Financing Agreements, are true
and correct in all material respects after giving effect to the provisions of this Amendment No. 3, except to the extent any such
representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall
have been true and accurate in all material respects on and as of such earlier date); and


 


(e)              
No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other party, is
required to authorize, or is otherwise required in connection with, the execution, delivery and performance of any of the Amendment
Documents by any Borrower or Guarantor, except for any actions or filings already made or taken and approvals or consents previously
obtained.


 


7.                 
Forbearance and Restructuring Support Fee. In addition to all other fees and charges payable by Borrowers under the
Loan Agreement or any of the other Financing Agreements, the Borrowers hereby agree to pay as part of the consideration for Agent’s
and Lenders’ agreement to (a) forbear from exercising their respective rights and remedies under the Loan Agreement and other
Financing Agreements to the extent set forth in the Amendment Documents; (b) consent to Borrowers’ store closings outside
of the ordinary course of business, (c) negotiate additional financial accommodations extended to Borrowers outside of the ordinary
course of business, and (d) continue administration of the Borrowers’ cash management system and Collateral monitoring, a
forbearance and restructuring support fee in the amount of $75,000, which fee is fully earned on the date hereof and nonrefundable
(the “Forbearance and Restructuring Support Fee”).


 


8.                 
Security Deposit. The Borrowers hereby agree to deposit an amount of not less than $8,000,000 on or before July 7,
2020, into a controlled account maintained at Wells Fargo Bank, National Association (the “Security Deposit”).
Borrowers hereby acknowledge, confirm and agree that upon the occurrence of an Event of Default, other than the Existing Defaults,
Agent may in its sole discretion apply the Security Deposit to the Obligations without further notice, demand, or any other action
whatsoever


 


9.                 
LC Cash Collateral. The Borrowers hereby agree that the Agent is authorized to transfer cash collateral in an amount
equal to one hundred five percent (105%) of all Letter of Credit Exposure, plus the amount of any fees and expenses payable in
connection therewith (the “LC Cash Collateral”), from the Debtors’ accounts maintained at Wells Fargo
Bank, National Association into a separate account, which funds or any portion thereof, may be immediately applied to the Obligations
upon any draw on any Letter of Credit.


 






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10.             
 Budget Payment. The Borrowers hereby agree to make the payment in an amount of not less than $2,700,000 on or before
July 3, 2020, in accordance with the Budget.


 


11.             
Deposit Account Control Agreements. The Borrowers hereby agree to deliver to Agent duly authorized and executed Deposit
Account Control Agreements with respect to those certain deposit accounts of the Borrowers with account numbers 4094197167 and
4849633243 on or before July 7, 2020.


 


12.             
 Conditions Precedent. The effectiveness of this Amendment No. 3 shall be subject to the satisfaction of each of
the following conditions precedent in a manner satisfactory to Agent:


 


(a)              
On or prior to the Amendment No. 3 Effective Date, Agent shall have received payment of the Forbearance and Restructuring
Support Fee;


 


(b)              
No Default or Event of Default shall exist or have occurred and be continuing other than the Existing Defaults;


 


(c)              
Agent shall have received counterparts of this Amendment No. 3, duly authorized, executed and delivered by Borrowers, Guarantors,
and the Lenders;


 


(d)              
Agent shall have received, in form and substance satisfactory to Agent, an officer’s certificate or secretary’s
certificate from each Borrower and Guarantor, duly authorized, executed and delivered by an appropriate officer of such Borrower
or Guarantor, in form and substance reasonably satisfactory to Agent, setting forth the incumbency and specified signatures of
each applicable officer and approving the transactions contemplated by this Amendment No. 3, together with organizational documents
and records of all requisite corporate or limited liability company action and proceedings in connection with this Amendment No.
3.


 


13.             
Release and Covenant Not to Sue.


 


(a)              
Release.


 


(i)                 In
consideration of the agreements of Agent and Lenders contained herein and the making of Loans and providing of Letters of
Credit by or on behalf of Agent and Lenders to Borrowers pursuant to the Loan Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower and Guarantor on behalf of itself
and its successors, assigns, and other legal representatives, hereby, jointly and severally, absolutely, unconditionally and
irrevocably releases, remises and forever discharges Agent and each Lender and their present and former shareholders,
affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other
representatives (Agent, each Lender and all such other parties being hereinafter referred to collectively as the
 “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes
of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings,
damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever
(individually, a “Claim” and collectively, “Claims”) of every name and nature, known or
unknown, suspected or unsuspected, matured or contingent both at law and in equity, which any Borrower or Guarantor, or any
of its successors, assigns, or other legal representatives may now own, hold, have or claim to have against the Releasees or
any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the date
of this Amendment No. 3, including, without limitation, for or on account of, or in relation to, or in any way in connection
with the Loan Agreement, as amended and supplemented through the date hereof and the other Financing Agreements.


 






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(ii)             
Each Borrower and Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full
and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted,
prosecuted or attempted in breach of the provisions of such release.


 


(iii)           
Each Borrower and Guarantor agrees that no fact, event, circumstance, evidence or transaction which could now be asserted
shall affect in any manner the final and unconditional nature of the release set forth above.


 


(iv)            
Each Borrower and Guarantor represents and warrants that each such Person is the sole and lawful owner of all right, title
and interest in and to all of the claims released hereby and each such Person has not heretofore voluntarily, by operation of law
or otherwise, assigned or transferred or purported to assign or transfer to any person any such claim or any portion thereof.


 


(v)             
Nothing contained herein shall constitute an admission of liability with respect to any Claim on the part of any Releasee.


 


(b)              
Covenant Not to Sue. Each Borrower and Guarantor, on behalf of itself and its successors, assigns, and other legal
representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee
that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released,
remised and discharged by such Borrower or Guarantor under Section 13(a) hereof. If any Borrower or Guarantor violates the foregoing
covenant, each Borrower and Guarantor agrees to pay, in addition to such other damages as any Releasee may sustain as a result
of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.


 


(c)              
Waiver of Statutory Provisions. EACH BORROWER AND GUARANTOR HEREBY EXPLICITLY WAIVES ALL RIGHTS UNDER AND ANY BENEFITS
OF ANY COMMON LAW OR STATUTORY RULE OR PRINCIPLE WITH RESPECT TO THE RELEASE OF SUCH CLAIMS, AND EACH BORROWER AND GUARANTOR AGREES
THAT NO SUCH COMMON LAW OR STATUTORY RULE OR PRINCIPLE SHALL AFFECT THE VALIDITY OR SCOPE OR ANY OTHER ASPECT OF THIS RELEASE.


 






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14.             
 Effect of this Amendment. Except as expressly set forth herein, no other amendments, 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 Amendment No. 3 Effective Date and Borrowers and Guarantors shall not be
entitled to any other or further amendment by virtue of the provisions of this Amendment No. 3 or with respect to the subject matter
of this Amendment No. 3. To the extent of conflict between the terms of this Amendment No. 3 and the other Financing Agreements,
the terms of this Amendment No. 3 shall control. The Loan Agreement, Amendment No. 2 and this Amendment No. 3 shall be read and
construed as one agreement.


 


15.             
No Novation. The amendment of the Loan Agreement pursuant to this Amendment No. 3 shall not, in any manner, be construed
to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations and other
obligations and liabilities of Borrowers and Guarantors evidenced by or arising under the Loan Agreement as amended by this Amendment
No. 3 or any of the other Financing Agreements. Each Borrower and each Guarantor confirms and agrees that it continues to remain
liable for all such Obligations and other obligations and liabilities, and the liens and security interests in the Collateral of
Agent securing such Obligations and other obligations and liabilities shall not in any manner be impaired, limited, terminated,
waived or released, but shall continue in full force and effect in favor of Agent for the benefit of the Secured Parties.


 


(a)       
No Waiver; Reservation of Rights. Agent and Lenders have not waived, are not by this Amendment No. 3 waiving and
has no intention of waiving the Existing Defaults or any other Event of Default that has occurred as of the date hereof, that may
be continuing as of the date hereof or that may occur after the date hereof, whether any such Events of Default are the same or
similar to the Existing Defaults. Except with respect to the Existing Defaults, in each case, as and to the extent expressly set
forth in Section 5 of Amendment No. 2, Agent and Lenders have not agreed to forbear from exercising any of their respective rights
or remedies concerning any Event of Default that may have occurred as of the date hereof, that may be continuing as of the date
hereof or that may occur after the date hereof. Subject to Section 5 of Amendment No. 2, Agent and Lenders reserve the right to
exercise any or all of their respective rights and remedies under the Financing Agreements or otherwise as a result of any Event
of Default that may be continuing on the date hereof or that may occur after the date hereof. Agent and Lenders have not waived
any of their respective rights or remedies and nothing in this Amendment No. 3, or any delay on their part in exercising any such
rights or remedies, should be construed as a waiver of any such rights or remedies.


  


16.             
Governing Law. The validity, interpretation and enforcement of this Amendment No. 3 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 New York 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 New York.


 


17.             
Binding Effect. This Amendment No. 3 shall be binding upon and inure to the benefit of each of the parties hereto
and their respective successors and assigns.


 






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18.             
 Headings. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting
this Amendment No. 3.


 


19.             
Counterparts. This Amendment No. 3 and any notices delivered under this Amendment No. 3, may be executed by means
of (a) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state
enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (b) an original
manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied
manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual
signature. Agent reserves the right, in its sole discretion, to accept, deny, or condition acceptance of any electronic signature
on this Amendment No. 3 or on any notice delivered to Agent under this Amendment No. 3. This Amendment No. 3 and any notices delivered
under this Amendment No. 3 may be executed in any number of counterparts, each of which shall be deemed to be an original, but
such counterparts shall, together, constitute only one instrument. Delivery of an executed counterpart of a signature page of this
Amendment No. 3 and any notices as set forth herein will be as effective as delivery of a manually executed counterpart of the
Amendment No. 3 or notice.


 


20.             
Further Assurances. Borrowers and Guarantors shall execute and deliver such additional documents and take such additional
action as may be reasonably requested by the Agent to effectuate the provisions and purposes of this Amendment No. 3.


  


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       IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and delivered by their authorized officers
as of the day and year first above written.


 


	 	BORROWERS
	 	 	 
	 	LERNER NEW YORK, INC.



 


	 	By:	/s/ Sheamus Toal
	 	Name:  	Sheamus Toal
	 	Title:	Chief Executive Officer, Chief Financial Officer & Treasurer
	 	 	 
	 	LERNCO, INC.  
	 	 	 
	 	By:	/s/ Sheamus Toal
	 	Name:  	Sheamus Toal
	 	Title:	President
	 	 	 
	 	LERNER NEW YORK OUTLET, LLC  
	 	 	 
	 	By:	/s/ Sheamus Toal
	 	Name:  	Sheamus Toal
	 	Title:	President, Chief Executive Officer, Chief Financial Officer & Treasurer
	 	 	 
	 	LERNER NEW YORK FTF, LLC
	 	 	 
	 	By:	/s/ Sheamus Toal
	 	Name:	Sheamus Toal
	 	Title:	President & Chief Financial Officer
	 	 	 
	 	GUARANTORS




 


	 	RTW RETAILWINDS, INC.
	 	 
	 	By:	/s/ Sheamus Toal
	 	Name:  	Sheamus Toal
	 	Title:	Chief Executive Officer, Chief Financial Officer & Treasurer







 






     


     


    

 


 


	 	LERNER NEW YORK HOLDING, INC.
	 	 
	 	By:	/s/ Sheamus Toal
	 	Name:	Sheamus Toal
	 	Title:	Chief Executive Officer, Chief Financial Officer & Treasurer
	 	 	 
	 	LERNER NEW YORK GC, LLC
	 	 
	 	By:	/s/ Sheamus Toal
	 	Name:	Sheamus Toal
	 	Title:	President
	 	 	 
	 	NEW YORK & COMPANY STORES, INC.  
	 	 
	 	By:	/s/ Sheamus Toal
	 	Name:	Sheamus Toal
	 	Title:	Chief Executive Officer, Chief Financial Officer & Treasurer
	 	 	 
	 	FTF GC LLC  
	 	 
	 	By:	/s/ Sheamus Toal
	 	Name:  	Sheamus Toal
	 	Title:	President & Chief Executive Officer







 






     


     


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and Revolving Loan Lender  
	 	 
	 	By:	/s/ Michele L. Riccobono
	 	Name:  	Michele L. Riccobono
	 	Title:	Authorized Signatory