XXXXX INCORPORATED. Subcontractor Contractor ►By: (Signature by an Officer of Company) ►By: By: (Print Name of Company Officer) Xxxx Xxxxx, Subcontract Supervisor ► (Signature of person Attesting Company Officer’s signature) ►
XXXXX INCORPORATED. By /s/ Xxxx X. Xxxxxx ------------------------ Xxxx X. Xxxxxx President 57
XXXXX INCORPORATED as Lead Borrower and a Borrower By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President Guarantors: X.X. XXXXX ARTS & CRAFTS, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President MOORESTOWN FINANCE, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President XXXXXXXXX ASSETS, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President Agents: XXXXX FARGO RETAIL FINANCE, LLC, as Administrative Agent and Collateral Agent By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President Lenders: XXXXX FARGO RETAIL FINANCE, LLC, as Lender and Swing Line Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President EXHIBIT A Form of Committed Loan Notice COMMITTED LOAN NOTICE Date: , To: Xxxxx Fargo Retail Finance, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of January 15, 2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) X.X. XXXXX INCORPORATED, a Virginia corporation (in such capacity, the “Lead Borrower”), as agent for the Borrowers from time to time party thereto (individually, a “Borrower” and, collectively with the Lead Borrower, the “Borrowers”), (ii) the Borrowers, (iii) the Guarantors from time to time party thereto (individually, a “Guarantor” and, collectively, the “Guarantors”), (iv) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and (v) XXXXX FARGO RETAIL FINANCE, LLC, as Administrative Agent, Collateral Agent and Swing Line Lender. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement. The Lead Borrower hereby requests a [Committed Borrowing]1[conversion of Loans from one Type to the other] [continuation of LIBO Rate Loans]:
XXXXX INCORPORATED. By: /s/ Xxxx X. Xxxxxx ---------------------------------- Name: Xxxx X. Xxxxxx Title: President STATE OF NEW JERSEY ) ) ss.: COUNTY OF CAMDEN ) On this day of February, 1997, before me the subscriber personally appeared Xxxx X. Xxxxxx, who being by me duly sworn, did depose and say; that he resides at Brigantine, New Jersey; that he is President of X.X. XXXXX INCORPORATED, the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said corporation. /s/ Xxxxxxxx X. Xxxxx ------------------------------ NOTARY PUBLIC Xxxxxxxx X. Xxxxx Notary Public of New Jersey My Commission Expires June, 1997 EXHIBIT A BORROWING NOTICE TO: KEYBANK NATIONAL ASSOCIATION (Lender) DATE: _____________________________ Date Advance To Be Funded: _________________________________________ Advance Amount Requested: $________________________________________ Interest Rate Election: ___________ LIBOR Rate ___________ Variable Rate EXHIBIT B TERM ELECTION NOTICE TO: KEYBANK NATIONAL ASSOCIATION (Lender) DATE: _____________________________ Interest Rate Election: ______ Variable Rate ______ LIBOR Rate EXHIBIT C SCHEDULE OF AUTHORIZED INDIVIDUALS Name Xxxxxxx Xxxxxx Xxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx Xxxx Xxxxxxx-XxXxxxx Xxxxx Xxxxxx-Xxxxxxxxxx Xxxxxx Xxxxxx $16,000,000.00 Newburgh, New York Dated: As of January 23, 1997 FOR VALUE RECEIVED, X.X. XXXXX INCORPORATED, a Delaware corporation with an address at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, New Jersey 08012 (the "Borrower"), promises to pay to the order of KEYBANK NATIONAL ASSOCIATION, a national banking association with an office and place of business at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (the "Bank"), the principal sum of SIXTEEN MILLION and no/100 ($16,000,000.00) DOLLARS or so much thereof as may be advanced from time to time pursuant to the terms of this Note and a Loan Agreement dated on even date, between the Borrower and the Bank (the "Loan Agreement") with interest on the unpaid principal balance of such amounts as are advanced or readvanced, as the case may be, at the Interest Rate (as hereinafter defined). This Note evidences a loan (the "Loan") made available to the Borrower as part of a credit facility more fully set forth in the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement).
XXXXX INCORPORATED. By: Xxxxxx X.
XXXXX INCORPORATED. By: Xxxxxxx X. Xxxxx Its: Interim Chairman
XXXXX INCORPORATED. By: /s/ XXXXX XXXXXXX ----------------------------- Name: Xxxxx Xxxxxxx Title: Vice President
XXXXX INCORPORATED. By: /s/ Xxxxxx X. Xxxxxx --------------------------- Name: Xxxxxx X.
XXXXX INCORPORATED. As Representatives of the several Underwriters listed on Schedule I By: BT Alex. Xxxxx Incorporated By: ------------------------------------ Authorized Officer SCHEDULE I SCHEDULE OF UNDERWRITERS Number of Firm Shares Underwriter to be Purchased --------------------------------- ------------------------------------- BT Alex. Xxxxx Incorporated ------------- Total ------------- SCHEDULE II PART A Number of Firm Name of Underwritten Selling Shareholder Shares to be Sold ---------------------------------------- ------------------- Xxxxxxxxxxx X. Xxxxxxxx 330,000 ------- Total 330,000 ------- -------
XXXXX INCORPORATED. By: /s/ XXXXXXXX XXXXXXXXX -------------------------- Name: Xxxxxxxx Xxxxxxxxx Title: Vice President SCHEDULE I SUBSIDIARIES Jurisdiction of Name Stockholder(s) Incorporation ---- -------------- --------------- Aerosol Services Company, Outsourcing Services California Inc. Group, Inc. Kolmar Laboratories, Inc. Outsourcing Services Delaware Group, Inc. Piedmont Laboratories, Inc. Outsourcing Services Georgia Group, Inc. Kolmar Canada Inc. Kolmar Laboratories, Inc. Canada Kolmar de Mexico, X.X. xx Xxxxxx Laboratories, Inc. Mexico X.X. Xxxxxx (Aust.) Pty. Ltd. Kolmar Laboratories, Inc. Australia SCHEDULE II UNITED STATES JURISDICTIONS IN WHICH THE ISSUERS OWN OR LEASE PROPERTY OSG: Delaware Aerosol: California Piedmont: Xxxxxxx Xxxxxx: Delaware California New York Pennsylvania SCHEDULE III MATERIAL AGREEMENT OF THE ISSUERS
