EXHIBIT NO. 10.70
SIXTEENTH AMENDMENT TO POSTPETITION
CREDIT AGREEMENT
THIS SIXTEENTH AMENDMENT TO POSTPETITION CREDIT AGREEMENT, dated as of
March 1, 2000 (this "Amendment"), is among LEVITZ FURNITURE INCORPORATED, a
Delaware corporation and a debtor and debtor in possession, LEVITZ FURNITURE
CORPORATION, a Florida corporation and a debtor and debtor in possession
("LFC"), LEVITZ FURNITURE REALTY CORPORATION, a Florida corporation and a debtor
and debtor in possession, LEVITZ SHOPPING SERVICE, INC., a Florida corporation
and a debtor and debtor in possession, LEVITZ FURNITURE COMPANY OF THE MIDWEST,
INC., a Colorado corporation and a debtor and debtor in possession, LEVITZ
FURNITURE COMPANY OF THE PACIFIC, INC., a California corporation and a debtor
and debtor in possession, LEVITZ FURNITURE COMPANY OF WASHINGTON, INC., a
Washington corporation and a debtor and debtor in possession, LEVITZ FURNITURE
COMPANY OF THE MIDWEST REALTY, INC., a Colorado corporation and a debtor and
debtor in possession, LEVITZ FURNITURE COMPANY OF THE PACIFIC REALTY, INC., a
California corporation and a debtor and a debtor in possession, LEVITZ FURNITURE
COMPANY OF WASHINGTON REALTY, INC., a Washington corporation and debtor and a
debtor in possession, LEVITZ REINSURANCE CORPORATION, JOHN M. SMYTH COMPANY, an
Illinois corporation and a debtor and debtor in possession, and JOHN M. SMYTH
REALTY COMPANY, an Illinois corporation and a debtor and debtor in possession
and LEVITZ FURNITURE COMPANY OF MASSACHUSETTS, INC., a Massachusetts corporation
(collectively, the "Borrowers"), each Revolving Lender and Overadvance Term
Lender signatories hereto (collectively, the "Lenders") and BT COMMERCIAL
CORPORATION, a Delaware corporation, acting in its capacity as collateral agent
and agent for the Lenders (in such capacity, together with its successors in
such capacity, the "Agent"). Capitalized terms used in this Amendment and not
otherwise defined have the meanings assigned to such terms in the Postpetition
Credit Agreement dated as of September 5, 1997, as amended (as the same may be
further amended, restated, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among the Borrowers, the Lenders and the Agent.
PRELIMINARY STATEMENTS:
A. The Borrowers, the Lenders and the Agent are parties to the Credit
Agreement.
B. The Borrowers have requested that the Lenders and the Agent amend
the Credit Agreement in certain respects.
C. The Borrowers, the Lenders and the Agent have agreed to amend the
Credit Agreement on the terms and subject to the conditions of this Amendment.
AGREEMENT:
In consideration of the premises and the mutual agreements contained in
this Amendment, the Borrowers, the Lenders and the Agent agree as follows:
1. Amendments to Credit Agreement.
On the date each of the conditions set forth in Section 3 is satisfied
by the Borrowers (the "Closing Date"), the Credit Agreement is amended as
follows:
1.1 The clause (e) of the definition of "Borrowing Base" contained in
Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
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(e) at any time that an Initial Overadvance is then
outstanding, an amount (the "Subsequent Overadvance Amount") equal to
the lesser of (x) $5 million and (y) the Unfunded Subsequent
Overadvance Commitment. For the purpose hereof, the "Unfunded
Subsequent Overadvance Commitment" shall mean, at any date, the
commitment of the Overadvance Term Lender to fund Subsequent
Overadvance Term Loans in an amount equal to $15,000,000 minus the
aggregate principal amount of all Subsequent Overadvance Term Loans
made by the Overadvance Term Lender prior to such date pursuant to
Article 2C(ii) hereof plus the aggregate principal amount of all
Subsequent Overadvance Term Loans repaid by the Borrowers to the
Overadvance Term Lender prior to such date pursuant to Article 2C(ii)
hereof. Notwithstanding anything to the contrary contained in this
Agreement or any of the other Credit Documents, (x) only the
Overadvance Term Lender shall have any obligation to fund a Subsequent
Overadvance and (y) unless the Unfunded Subsequent Overadvance
Commitment is zero, the Revolving Lenders shall have no obligation
whatsoever to make any Revolving Loan or other extension of credit
under this Agreement to the extent that, immediately before or after
giving effect to such Revolving Loan or extension of credit, Excess
Availability is less than $5,000,000, less
1.2 Article 2C to the Credit Agreement is hereby amended by amending
and restating subsection (ii) thereof in its entirety to read as follows:
(ii) at any time that a Initial Overadvance is outstanding,
and upon receipt of notice from the Agent that Excess Availability is
less than $6,000,000 (which amount shall include the amount set forth
in subsection (e) in the definition of Borrowing Base), the Overadvance
Term Lender will make term loans (each a "Subsequent Overadvance") to
the Borrowers, as soon as reasonably practicable and in no event more
than 10 Business Days after receiving such notice from the Agent, each
in the original principal amount of $5,000,000. In no event may more
than three Subsequent Overadvances be outstanding at any time.
Notwithstanding anything to the contrary contained in Section 4.7B and
Section 4.11 and provided that no Default or Event of Default then
exists, Borrowers shall repay the principal amount of one or more
Subsequent Overadvance(s) if Excess Availability, determined on a pro
forma basis after giving effect to such payment, would have been equal
to or greater than $7,000,000 for the five (5) consecutive Business
Days prior to the date of such prepayment.
1.3 Section 4.7B of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
4.7B No Permitted Prepayment of Overadvance Term Loan.
Until payment in full of all Postpetition Obligations in
respect of Revolving Loans, Term Loans and Letter of Credit Obligations
and termination of the Revolving Commitments pursuant to the provisions
hereof, and except as provided in Article 2C with respect to the
repayment of (i) any Initial Overadvance in the event that Excess
Availability is equal to or greater than $18,000,000 for five (5)
consecutive Business Days and (ii) any Subsequent Overadvance in the
event that Excess Availability, determined on a pro forma basis after
giving effect to such payment, would have been equal to or greater than
$7,000,000 for the five (5) consecutive Business Days prior to the date
of such prepayment, the Borrowers may not prepay or make any other
payment or distribution of any kind (in cash, securities or otherwise
but excluding payments of accrued and unpaid interest, fees and
expenses) in respect of or in connection with the Overadvance Term Loan
at any time in whole or in part and all such principal amounts
otherwise distributable
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in respect of or in connection with the Overadvance Term Loan shall be
paid to the Agent for allocation to the Postpetition Obligations in
respect of Revolving Loans, Letters of Credit Obligations and Term
Loans as provided herein until all such obligations are indefeasibly
paid in full in cash and the Revolving Commitments are fully
terminated.
1.4 Section 5.2(d) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(d) The Borrowers will have Excess Availability of (i) if no
Initial Advance is then outstanding, at least $10,000,000 after giving
effect to such Revolving Loan or Letter of Credit; provided, that if an
Initial Advance is funded on such day by the Overadvance Term Lender as
set forth in Article 2C and remains outstanding, then the
representation and warranty set forth in this Section 5.2(d)(i) will
not be applicable or (ii) if an Initial Advance is then outstanding, at
least $5,000,000 after giving effect to such Revolving Loan or Letter
of Credit; provided, that if all three of the Subsequent Advances have
been funded by the Overadvance Term Lender as set forth in Article 2C
and remain outstanding, then the representation and warranty set forth
in this Section 5.2(d)(ii) will not be applicable.
2. Waiver. Effective as of the Closing Date, the Agent and each Lender
hereby waives the violation of Section 8.1 of the Credit Agreement and any Event
of Default that may have arisen therefrom arising from the failure of the
Borrowers to maintain EBITDA of not less than $4,000,000 for testing period
ending on December 31, 1999.
3. Conditions Precedent.
This Amendment becomes effective upon satisfaction of the following
conditions:
3.1 Amendment Approval Order. This Amendment has been approved by the
Bankruptcy Court pursuant to an order (the "Amendment Approval Order"), which
order is in full force and effect and has not been reversed, modified, amended,
appealed or stayed. Each of the Agent and the Overadvance Term Lender shall have
been satisfied with the form and substance (and the timing of the notice) of the
motion for the entry of the Amendment Approval Order. In addition, each of the
Agent and the Overadvance Term Lender shall have been satisfied with the form
and substance of the Amendment Approval Order.
3.2 Expenses. The Agent shall have been reimbursed for all fees and
expenses incurred by the Agent in connection with this Amendment.
3.3 Documents. The Agent has received all of the following, each duly
executed and dated as of the Closing Date (or such other date as is satisfactory
to the Agent) in form and substance satisfactory to the Agent:
(a) Sixteenth Amendment. Ten copies of this Amendment
executed by the LFC Funds Administrator, the
Borrowers, the Agent and all Lenders;
(b) Second Amended and Restated Overadvance Term Note.
For delivery to the Overadvance Term Lender, a Second
Amended and Restated Overadvance Term Note,
substantially in the form attached as Annex I hereto;
and
(c) Other. Such other documents as the Agent may
reasonably request.
4. Representations and Warranties.
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Each of the Borrowers represents and warrants to the Agent and each
Lender that, after giving effect to this Amendment:
4.1 Representations and Warranties. All representations and warranties
contained in the Credit Agreement and the other Credit Documents are true and
correct in all material respects on and as of the date of this Amendment, in
each case as if then made, other than representations and warranties that
expressly relate solely to an earlier date (in which case such representations
and warranties were true and accurate on and as of such earlier date).
4.2 Events of Default. No Default or Event of Default has occurred
which has not been waived (or, in the case of an Event of Default, cured) under
the terms of the Credit Agreement.
4.3 Enforceability. Upon approval by the Bankruptcy Court (as
contemplated by Section 3.1), this Amendment and the Credit Agreement, as
amended by this Amendment, will constitute legal, valid and binding obligations
of the LFC Funds Administrator and each of the Borrowers and will be enforceable
against such Persons in accordance with their respective terms.
4.4 Consents. The execution and delivery by the LFC Funds Administrator
and each of the Borrowers of this Amendment does not require the consent or
approval of any Person other than the Bankruptcy Court (as contemplated by
Section 3.1), except such consents and approvals as have been obtained.
5. Reference to and Effect on the Credit Agreement and the Other Credit
Documents.
5.1 References. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder" "hereof",
"herein" or words of like import, and each reference in each of the other Credit
Documents to the "Credit Agreement" shall mean and be a reference to the Credit
Agreement as amended by this Amendment.
5.2 Ratification. Except as expressly set forth in this Amendment, all
of the terms and conditions of the Credit Agreement and the other Credit
Documents remain in full force and effect and are ratified and confirmed in all
respects. The execution and delivery of this Amendment by the Agent and each of
the Lenders in no way obligates the Agent or any of the Lenders at any time
hereafter to consent to any other amendment or modification of any term or
provision of the Credit Agreement or any of the other Credit Documents, whether
of a similar or different nature.
6. Governing Law.
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AMENDMENT IS
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS AND DECISIONS OF THE
STATE OF NEW YORK.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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7. Headings; Counterparts.
Section headings in this Amendment are included for convenience of
reference only and do not constitute a part of this Amendment for any other
purpose. This Amendment may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
set forth above.
LFC FUNDS ADMINISTRATOR:
LEVITZ FURNITURE CORPORATION, a Florida corporation, in its
capacity as LFC Funds Administrator
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
BORROWERS:
LEVITZ FURNITURE CORPORATION, a Florida corporation, in its
individual capacity and it its capacity as the LFC Funds
Administrator
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
LEVITZ FURNITURE INCORPORATED, a Delaware corporation
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
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LEVITZ FURNITURE REALTY CORPORATION, a Florida corporation
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
LEVITZ SHOPPING SERVICE, a Florida corporation
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
LEVITZ FURNITURE COMPANY OF THE MIDWEST, INC., a Colorado
corporation
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
LEVITZ FURNITURE COMPANY OF THE PACIFIC, INC., a California
corporation
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
LEVITZ FURNITURE COMPANY OF WASHINGTON, INC., a Washington
corporation
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
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LEVITZ FURNITURE COMPANY OF THE MIDWEST REALTY, INC., a
Colorado corporation
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
LEVITZ FURNITURE COMPANY OF THE PACIFIC REALTY, INC., a
California corporation
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
LEVITZ FURNITURE COMPANY OF WASHINGTON REALTY, INC., a
Washington corporation
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
JOHN M. SMYTH COMPANY, an Illinois corporation
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
JOHN M. SMYTH REALTY COMPANY, an Illinois corporation
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
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LEVITZ FURNITURE COMPANY OF MASSACHUSETTS, INC., a
Massachusetts corporation
By: /s/ MICHAEL E. MCCREERY
----------------------------------------------------
Name: Michael E. McCreery
----------------------------------------------------
Title: SVP/Chief Financial Officer
----------------------------------------------------
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AGENT:
BT COMMERCIAL CORPORATION, in its capacity as Agent
By: /s/ FRANK FAZIO
----------------------------------------------------
Name: Frank Fazio
----------------------------------------------------
Title: Director
----------------------------------------------------
REVOLVING LENDERS:
BT COMMERCIAL CORPORATION, a Delaware corporation in its
respective capacities as Revolving Lender and Collateral Agent
By: /s/ FRANK FAZIO
-----------------------------------------------------
Name: Frank Fazio
-----------------------------------------------------
Title: Director
-----------------------------------------------------
FINOVA CAPITAL CORPORATION, in its capacity as Revolving Lender
By: /s/ GERARD C. WORDELL
-----------------------------------------------------
Name: Gerard C. Wordell
-----------------------------------------------------
Title: Authorized Signer
-----------------------------------------------------
HELLER FINANCIAL, INC., in its capacity as Revolving Lender
By: /s/ DENNIS GRAHAM
----------------------------------------------------
Name: Dennis Graham
----------------------------------------------------
Title: Assistant Vice President
----------------------------------------------------
LA SALLE NATIONAL BANK ASSOCIATION, in its capacity as
Revolving Lender
By: /s/ CHRISTOPHER G. CLIFFORD
----------------------------------------------------
Name: Christopher G. Clifford
----------------------------------------------------
Title: Sr. Vice President
----------------------------------------------------
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TRANSAMERICA BUSINESS CREDIT CORPORATIONN, in its capacity as
Revolving Lender
By: /s/ ROBERT L. HEINZ
----------------------------------------------------
Name: Robert L. Heinz
----------------------------------------------------
Title: Senior Vice President
----------------------------------------------------
GMAC BUSINESS CREDIT L.L.C., in its capacity as Revolving Lender
By: /s/ THOMAS BRENT
----------------------------------------------------
Name: Thomas Brent
----------------------------------------------------
Title: Vice President
----------------------------------------------------
OVERADVANCE TERM LENDER:
M.D. SASS CORPORATE RESURGENCE PARTNERS, L.P.
By: /s/ ROBERT T. SYMINGTON
----------------------------------------------------
Name: Robert T. Symington
----------------------------------------------------
Title: Managing Director
----------------------------------------------------
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ANNEX I TO SIXTEENTH AMENDMENT
AMENDED AND RESTATED OVERADVANCE TERM NOTE
[Attached]
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SECOND AMENDED AND RESTATED OVERADVANCE TERM NOTE
$25,000,000.00 March 1, 2000
FOR VALUE RECEIVED, each of the undersigned, (collectively, the
"Borrowers") jointly and severally promises to pay to the order of M.D. Sass
Corporate Resurgence Partners, L.P. (the "Overadvance Term Lender") at [ADDRESS]
in lawful money of the United States of America and in immediately available
funds at [DESCRIBE ACCOUNT] of the Credit Agreement, the principal amount of
TWENTY-FIVE MILLION DOLLARS ($25,000,000.00), or such lesser amount as may then
constitute the unpaid aggregate principal amount of the Overadvance Term Loan
evidenced by this Note, on the Overadvance Maturity Date or such earlier date as
this Note may become due in accordance with the terms of the Credit Agreement
referred to below. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings assigned thereto in the Credit
Agreement.
Each of the Borrowers further agrees, on a joint and several basis, to
pay to the Overadvance Term Lender (i) interest on the unpaid principal amount
owing hereunder monthly in arrears on the last Business Day of each month of the
Borrowers at an interest rate equal per annum equal to 16%, from the date hereof
until this Note is paid in full in accordance with its terms, in like money and
(ii) a fee in the amount of $75,000 payable monthly in arrears on the last
Business Day of each month of the Borrowers until this Note is paid in full in
accordance with its terms.
If any payment of this Note becomes due and payable on a day other than
a Business Day, the maturity thereof shall be extended to the next succeeding
Business Day, and with respect to payments of principal, interest thereon shall
be payable to the then applicable rate during such extension.
This note is the Overadvance Term Note referred to in and executed and
delivered pursuant to that certain Postpetition Credit Agreement dated as of
September 5, 1997 (as the same has been modified through (and including) the
sixteenth amendment thereto and as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among the Borrowers, the Overadvance Term Lender, certain other financial
institutions as Lenders and BT Commercial Corporation, as Agent.
The Postpetition Obligations evidenced by this Note are secured by
certain Collateral Documents. Reference is made to such Collateral Documents and
the Credit Agreement for the terms and conditions governing the Collateral which
secured the Postpetition Obligations. Except as provided in the Credit
Agreement, no principal payment or other distribution of any kind (in cash,
securities or otherwise but excluding payments of accrued and unpaid interest,
fees and expenses) shall be made in respect of the Overadvance Term Loan at any
time in whole or in part, and all such principal amounts otherwise distributable
in respect of or in connection with the Overadvance Term Loan shall be paid to
the Agent for allocation to the Postpetition Obligations in respect of Revolving
Loans, Letters of Credit Obligations and Term Loans as provided herein, until
all such Postpetition Obligations owing are indefeasibly paid in full in cash
and the Revolving Commitments are fully terminated. In addition, as provided in
the Credit Agreement and except as set forth in the Credit Agreement, the
Overadvance Term Lender shall be bound by all modifications, extensions of
maturity, waivers and amendments to the Credit Agreement executed by the Agent,
Lenders, Majority Lenders and/or Majority Term Lenders (as applicable) and that
none of the same shall require advance notice to, or the consent of, any
Overadvance Term Lender.
Borrowers promise to pay all reasonable costs and expenses, including
reasonable attorneys fees incurred in the collection and enforcement of this
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Note. Borrowers and any endorsers of this Note hereby consent to renewals and
extensions of time to or after the maturity hereof, without notice.
Each Borrower (and each endorser, guarantor or surety hereof) hereby
waives presentment, demand, protest and notice of any kind. No failure to
exercise and no delay in exercising any rights hereunder on the part of the
holder hereof shall operate as a waiver of such rights.
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS NOTE SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.
IN WITNESS WHEREOF, each Borrower has caused this Note to be executed
and delivered by such Borrower's duly authorized officer as of the date first
set forth above.
LEVITZ FURNITURE CORPORATION, a Florida corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
LEVITZ FURNITURE INCORPORATED, a Delaware corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
LEVITZ FURNITURE REALTY CORPORATION, a Florida
corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
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LEVITZ SHOPPING SERVICE, INC., a Florida corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
LEVITZ FURNITURE COMPANY OF THE MIDWEST, INC., a
Colorado corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
LEVITZ FURNITURE COMPANY OF THE PACIFIC, INC., a
California corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
LEVITZ FURNITURE COMPANY OF WASHINGTON, INC., a
Washington corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
LEVITZ FURNITURE COMPANY OF THE MIDWEST REALTY, INC., a
Colorado corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
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LEVITZ FURNITURE COMPANY OF THE PACIFIC REALTY, INC., a
California corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
LEVITZ FURNITURE COMPANY OF WASHINGTON REALTY, INC., a
Washington corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
JOHN M. SMYTH COMPANY, an Illinois corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
JOHN M. SMYTH REALTY COMPANY, an Illinois corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
LEVITZ FURNITURE COMPANY OF MASSACHUSETTS, INC., a
Massachusetts corporation
By: MICHAEL E. MCCREERY
---------------------------------------------------------
Name: Michael E. McCreery
---------------------------------------------------------
Title: SVP/Chief Financial Officer
---------------------------------------------------------
15
