-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JdsxUmX8vEBelmYZRyn/QgaeAU8OIMC253iNx5dkTUP2Go7IO9t3r+lmqiCo93WQ FlXDmdIcUxQwbV6+VCujgQ== 0000950172-95-000484.txt : 19951228 0000950172-95-000484.hdr.sgml : 19951228 ACCESSION NUMBER: 0000950172-95-000484 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951219 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951227 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETRIE STORES CORP CENTRAL INDEX KEY: 0000077808 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 362137966 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06166 FILM NUMBER: 95604747 BUSINESS ADDRESS: STREET 1: 70 ENTERPRISE AVE CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2018663600X1480 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 19, 1995 ________________________________________________ Date of report (Date of earliest event reported) Petrie Stores Corporation ______________________________________________________ (Exact Name of Registrant as Specified in Charter) New York 1-6166 36-2137966 ______________ _____________________ __________________ (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) 70 Enterprise Avenue Secaucus, New Jersey 07094 ____________________________________________________________ (Address of Principal Executive Offices and Zip Code) (201) 866-3600 ____________________________________________________ (Registrant's telephone number, including area code) N/A _____________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On December 19, 1995, Petrie Stores Corporation, a New York corporation ("Petrie"), entered into an Amended and Restated Cash Collateral Agreement (the "Amended and Restated Cash Collateral Agreement") with PS Stores Acquisition Corp., a Delaware corporation ("PS Stores"), who was acting on behalf of itself and each other Buyer Indemnified Party (as defined therein), and Custodial Trust Company, as collateral agent. The Amended and Restated Cash Collateral Agreement amends and restates the Amended and Restated Cash Collateral and Pledge Agreement, dated as of December 9, 1994 and amended as of January 24, 1995, which established a collateral account (the "Collateral Account") to secure the payment of certain of Petrie's obligations to PS Stores arising under (i) a Stock Purchase Agreement, dated as of August 23, 1994 and amended as of November 3, 1994, between Petrie and WP Investors, Inc. (pursuant to which the stock of Petrie Retail, Inc., a Delaware corporation and a former subsidiary of Petrie ("Petrie Retail"), was sold to PS Stores), and (ii) a Cross- Indemnification and Procedure Agreement, dated as of December 9, 1994, between Petrie and PS Stores. Pursuant to the Amended and Restated Cash Collateral Agreement, the 3,200,082 shares of Toys Common Stock which Petrie had placed in the Collateral Account since January 24, 1995 have been released to Petrie, in exchange for which Petrie has deposited $67.5 million in cash equivalents in the Collateral Account. The Amended and Restated Cash Collateral Agreement was approved by the Bankruptcy Court overseeing Petrie Retail's bankruptcy case on December 22, 1995. The foregoing description of the Amended and Restated Cash Collateral Agreement is qualified in its entirety by reference to the Amended and Restated Cash Collateral Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Document 10.1 Amended and Restated Cash Collateral Agreement, dated as of December 19, 1995, by and among Petrie Stores Corporation, PS Stores Acquisition Corp. and Custodial Trust Company, as collateral agent Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: December 26, 1995 PETRIE STORES CORPORATION By: /s/ Stephanie R. Joseph Stephanie R. Joseph Secretary and Principal Legal Officer EX-10 2 EXHIBIT 10.1 - AMENDED AND RESTATED CASH COLLATERAL AGREEMENT AMENDED AND RESTATED CASH COLLATERAL AGREEMENT, dated as of December 9, 1994, as amended as of January 24, 1995 and as of December 19, 1995 (this "Agreement"), by and among Petrie Stores Corporation, a New York corporation (the "Seller"), PS Stores Acquisition Corp., a Delaware corporation ("PS Stores"), on behalf of itself and each other Buyer Indemnified Party (as such term is defined below) (collectively, the "Buyer") and Custodial Trust Company, as collateral agent (the "Collateral Agent") for the Buyer. (Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Stock Purchase Agreement referred to below.) W I T N E S S E T H WHEREAS, WP Investors, Inc., a Delaware corporation ("WP Investors"), and the Seller are parties to a Stock Purchase Agreement, dated as of August 23, 1994, as amended as of November 3, 1994 (the "Stock Purchase Agreement"); WHEREAS, pursuant to the Stock Purchase Agreement, PS Stores (as assignee of WP Investors) simultaneously with the initial execution and delivery hereof acquired all of the issued and outstanding shares of capital stock of Petrie Retail, Inc., a Delaware corporation and a wholly owned subsidiary of Seller ("Retail Co."); WHEREAS, pursuant to the Stock Purchase Agreement, the Seller agreed, among other things, to indemnify the Buyer with respect to the Excluded Liabilities (as defined below) and to provide collateral to secure certain of such indemnification obligations; WHEREAS, in order to more fully set forth their obligations with respect to such indemnity arrangements, among other things, Seller and Buyer simultaneously with the initial execution and delivery of this Agreement executed and delivered a Cross-Indemnification and Procedure Agreement, dated as of December 9, 1994 (the "Indemnity Agreement"); WHEREAS, it was a condition to the Buyer's obligation to consummate the Closing under the Stock Purchase Agreement that the Buyer be satisfied with the collateral arrangements with respect to such indemnity obligations; WHEREAS, the purpose of the initial execution and delivery of this Agreement was, and continues to be, to provide such collateral arrangements; WHEREAS, the Account Collateral (as defined below) heretofore included 3,200,082 shares of common stock, par value $.10 per share ("Toys Common Stock"), of Toys "R" Us, Inc., a Delaware corporation; and WHEREAS, the parties hereto desire to amend and restate this Agreement as set forth herein to provide for the release of all Toys Common Stock from the Collateral Account and the substitution therefor of $67,500,000 in cash; NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires: "Account Collateral" shall have the meaning assigned to it in Section 4. "Business Day" shall mean a day that is not a Saturday, a Sunday or a day on which banking institutions in the State of New York are not required to be open. Unless specifically stated as a Business Day, all days referred to herein shall mean calendar days. "Buyer Indemnified Party" shall have the meaning set forth in the Indemnity Agreement. "Cash Collateral Permitted Investments" shall mean any Cash Equivalents. "Cash Equivalents" shall mean: (a) any security, maturing not more than three (3) months after the date of acquisition, issued by the United States of America, or an instrumentality or agency thereof and guaranteed fully as to principal, premium, if any, and interest by the United States of America; (b) any certificate of deposit, time deposit, Eurodollar time deposit, or bankers' acceptance maturing not more than three (3) months after the date of acquisition, issued by any commercial banking institution that is a member of the Federal Reserve System and that has combined capital and surplus and undivided profits of not less than $250,000,000, whose debt has a rating, at the time at which any investment therein is made or on the date of such acquisition by the Collateral Agent, as the case may be, of "P-1" (or higher) by Moody's Investors Service, Inc. or any successor rating agency, or "A-1" (or higher) by Standard & Poor's Corporation or any successor rating agency (a "Qualified Bank"); and (c) commercial paper, maturing not more than three (3) months after the date of acquisition, issued by any Qualified Bank. "Event of Withdrawal" shall mean any delivery by or on behalf of PS Stores to the Collateral Agent of a certificate signed by its chief executive officer, president, any vice president or chief financial officer stating that Buyer is entitled to immediate payment for all or a specified portion of the Obligations (a "Withdrawal Notice"). "Investments" shall have the meaning assigned to it in Section 7. "Obligations" shall mean all Excluded Liabilities (including the costs of defense thereof and reasonable attorneys' fees and expenses) arising pursuant to Section 5.14 and/or Section 6.1(b)(y)(ii)(B) of the Stock Purchase Agreement as further governed by the Indemnity Agreement. SECTION 2. Collateral Account. Custodial Trust Company, as Collateral Agent, has established at its office in Princeton, New Jersey, under the sole dominion and control of the Collateral Agent and in the name of the Collateral Agent, as Collateral Agent hereunder, a certain collateral account: Custodial Trust Company, as Collateral Agent for PS Stores Acquisition Corp. (#112-10038-16). The parties hereto acknowledge and agree that (i) the Collateral Account is not intended to constitute a "deposit account" (as such term is defined in SECTION 9-105(1)(e) of the Uniform Commercial Code as in effect in the State of New York, (ii) the Collateral Agent does not intend and has not been instructed to establish a "deposit account" and (iii) no interest or other earnings shall be payable by the Collateral Agent (other than in its capacity as Collateral Agent hereunder) in respect of any Account Collateral held in the Collateral Account. SECTION 3. Appointment of Agent; Deposit of Cash. Buyer hereby appoints the Collateral Agent as Collateral Agent hereunder and the Collateral Agent hereby accepts such appointment and agrees and acknowledges that it holds the security interest in the Account Collateral for the benefit of Buyer. On December 22, 1995, Seller shall wire, or cause to be wired, into the Collateral Account an amount in cash or immediately available funds equal to $67,500,000 in substitution for all shares of Toys Common Stock then held in the Collateral Account and such shares of Toys Common Stock shall be concurrently delivered to Seller. SECTION 4. Pledge and Assignment. The Seller hereby pledges and assigns to the Collateral Agent, for the benefit of the Buyer, and hereby grants to the Collateral Agent, for the benefit of the Buyer, a continuing lien and security interest in, the following collateral (the "Account Collateral"): (i) the Collateral Account and all certificates and instruments, if any, from time to time credited to or representing or evidencing the Collateral Account and all funds therein; (ii) all Investments from time to time and all certificates and instruments, if any, from time to time credited to or representing or evidencing the Investments; (iii) all notes, certificates of deposit, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Seller in substitution for or in addition to any or all of the then existing Account Collateral; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral; and (v) to the extent not covered by clauses (i) through (iv) above, all proceeds of any or all of the foregoing Account Collateral. SECTION 5. Security for Obligations. This Agreement secures the payment and performance of all Obligations. SECTION 6. Delivery of Collateral. All certificates or instruments, if any, representing or evidencing the Account Collateral shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and in substance reasonably satisfactory to the Collateral Agent. Seller agrees that the security interest of the Collateral Agent in all the Account Collateral will be reflected on all books and records necessary to perfect such interest, and the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Account Collateral. In addition, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Account Collateral for certificates or instruments of smaller or larger denominations. SECTION 7. Investing of Amounts in the Collateral Accounts. The Collateral Agent will from time to time (i) invest amounts on deposit in the Collateral Account in Cash Equivalents, and (ii) to the extent practicable, invest interest paid on the Account Collateral, and reinvest other proceeds of any Account Collateral which may mature or be sold, in Cash Equivalents, in the case of each of clause (i) and (ii), as the Seller, or, to the extent provided in the following sentence, the Collateral Agent, may select (collectively, the Cash Equivalents referred to in clauses (i) and (ii), the "Investments"). In the event the Seller fails to instruct the Collateral Agent to invest any such amounts in excess of $500,000 before 11:00 a.m. (New York time) on the Business Day following any date on which Seller deposits cash or Cash Equivalents into the Collateral Account, or on the Business Day on which any amounts otherwise become available for investment as a result of interest payments or the receipt of proceeds of Account Collateral which has matured or was sold, the Collateral Agent may, at its sole discretion, invest such excess amounts in such Cash Equivalents as it may select. Interest and proceeds which are not invested or reinvested in Cash Equivalents as provided above shall remain in the Collateral Account as cash, except as specifically provided in Section 8. SECTION 8. Release of Amounts. Funds on deposit in the Collateral Account shall be disbursed to the Seller only upon delivery to the Collateral Agent of a certificate executed by the Buyer's chief executive officer, president, any vice president or chief financial officer specifying (i) the amount of funds to be disbursed, and (ii) the account or accounts to which the funds are to be disbursed; provided, however, that to the extent that on the last Business Day of any calendar quarter the excess of the amount of the Account Collateral comprised of Cash Equivalents over the amount of any expenses of the Collateral Agent payable hereunder shall exceed $67,500,000, the Collateral Agent shall pay the amount of any such excess to the Seller to the extent it can do so without selling or disposing of any Account Collateral prior to the maturity thereof. SECTION 9. Representations and Warranties. The Seller represents and warrants that (i) it is the legal and beneficial owner of the Account Collateral free and clear of any lien, security interest, or other charge or Encumbrance (as defined in the Stock Purchase Agreement), except for the security interests created by this Agreement and that (ii) the pledge of the Account Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Account Collateral securing the payment of the Obligations. SECTION 10. Further Assurances. At any time and from time to time, at the expense of the Seller, the Seller will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Buyer may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Account Collateral. SECTION 11. Transfers and Other Liens. The Seller will not (i) sell or otherwise dispose of any of the Account Collateral, or (ii) create or permit to exist any lien, security interest, or other charge or Encumbrance upon or with respect to any of the Account Collateral, except for the security interests under this Agreement. SECTION 12. Collateral Agent Appointed Attorney-in-Fact. The Seller hereby appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of the Seller and in the name of the Seller or otherwise, from time to time in the Collateral Agent's reasonable discretion to take any action and to execute any instrument which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Seller representing any interest payment, dividend, or other distribution in respect of the Account Collateral or any part thereof and to give full discharge for the same. The Collateral Agent agrees promptly to notify the Seller after any such action or execution of instruments, provided that the failure to give such notice shall not affect the validity of such action or execution of instruments. SECTION 13. Collateral Agent May Perform. If Seller fails to perform any agreement contained herein after notice to the Seller to the extent practicable, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by the Seller under Section 16. SECTION 14. Reasonable Care. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Account Collateral in its possession if the Account Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, and shall be without liability for any loss, damage, cost, expense (including reasonable attorneys' fees and disbursements), liabilities or claims which does not arise from its willful misfeasance or negligence, it being understood that the Collateral Agent shall not have any responsibility or liability for any loss resulting from Cash Collateral Permitted Investments made pursuant to Section 7. In no event shall the Collateral Agent be liable for any action taken or omitted to be taken in accordance with the instructions of Buyer pursuant to this Agreement. SECTION 15. Remedies upon an Event of Withdrawal. If at any time or from time to time any Event of Withdrawal shall have occurred: (i) The Collateral Agent shall, without any prior notice to the Seller and at any time or from time to time, pay and deliver the Account Collateral or any part thereof specified by Buyer in the Withdrawal Notice to Buyer for application against all or any part of the Obligations. The Collateral Agent shall notify Seller of such withdrawal or delivery immediately following any such payment or delivery. (ii) The Collateral Agent shall, at Buyer's direction, from time to time, also exercise in respect of the Account Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at the applicable times, all as directed by Buyer. At Buyer's direction, the Collateral Agent may, without notice except as specified below, sell the Account Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or brokers' board, at any of the Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and, in the case of transactions effected on the New York Stock Exchange, irrespective of the impact any such disposition may have on the market price of the Account Collateral, and otherwise upon such other terms as the Collateral Agent may deem commercially reasonable. The Seller agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Seller of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Account Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent or any of its affiliates may be the purchaser of any or all of the Account Collateral at any public sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Seller, and the Seller hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (iii) Any cash held by the Collateral Agent as Account Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Account Collateral may, in the discretion of the Buyer, then or at any time thereafter be applied in whole or in part against all or any part of the Obligations specified in the Withdrawal Notice. SECTION 16. Expenses. The Seller will pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel, which the Collateral Agent may incur in connection with (i) the purchase or sale of Cash Collateral Permitted Investments, (ii) the administration of this Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Account Collateral, (iv) the exercise or enforcement of any of the rights of the Collateral Agent hereunder or (v) the failure by the Seller to perform or observe any of the provisions hereof. Any amounts payable to the Collateral Agent pursuant to this Section 16 will be payable on demand and the Collateral Agent shall make such demand on or prior to the last Business Day of each calendar quarter for any such amounts incurred by the Collateral Agent prior to such date and not yet reimbursed. SECTION 17. Amendments, Etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by Seller herefrom shall in any event be effective unless the same shall be in writing and signed by the Buyer and the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. SECTION 18. Nonexclusive Remedy. The remedies herein provided are to the fullest extent permitted by law cumulative and are not exclusive of any remedies provided by law. Without limiting the foregoing, nothing in this Agreement shall be deemed to limit the liability of the Seller under the Stock Purchase Agreement. The Seller agrees and acknowledges that Buyer may proceed directly against the Seller if any of the rights or remedies contemplated hereunder is not available to Buyer for any reason or is insufficient to fully discharge the Buyer's obligations under the Stock Purchase Agreement. SECTION 19. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing and transmitted by telex or telecopy, if to: the Collateral Agent: Custodial Trust Company 101 Carnegie Center Princeton, New Jersey 08540 Attention: Kevin Darmody Facsimile: (609) 951-2327 Telephone: (609) 951-2320 the Seller: Petrie Stores Corporation c/o Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 Attention: Alan C. Myers, Esq. Facsimile: (212) 735-2000 the Buyer: PS Stores Acquisition Corp. 70 Enterprise Avenue Secaucus, New Jersey 07094 Attention: Chief Operating Officer Facsimile: (201) 866-2355 with copies to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019-6150 Attention: Stephanie Seligman, Esq. Facsimile: (212) 403-2000 and Willkie, Farr & Gallagher 153 East 53rd Street New York, NY 10022 Attention: Myron Trepper, Esq. Facsimile: (212) 821-8111 or such other addresses and numbers of which the parties may advise each other in writing. SECTION 20. Continuing Security Interest. This Agreement shall create a continuing security interest in the Account Collateral and shall (i) remain in full force and effect until payment in full of the Obligations, (ii) be binding upon the Seller, its successors and assigns, and (iii) inure to the benefit of the Collateral Agent and its successors, transferees and assigns. All rights of the Collateral Agent and security interests hereunder, and all obligations of the Seller hereunder, shall be absolute and unconditional irrespective of: (i) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Stock Purchase Agreement, the Indemnity Agreement or any other agreement or instrument relating thereto; or (ii) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Seller. All dividends, distributions, principal or interest payments received by the Seller contrary to the provisions of this Agreement above shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of the Seller and shall be forthwith paid over to the Collateral Agent as Account Collateral in the same form as so received (with any necessary endorsement). SECTION 21. Governing Law; Terms. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, except to the extent that perfection of the security interest hereunder, or remedies hereunder, in respect of any particular Account Collateral are governed by the laws of a jurisdiction other than the State of New York. Unless otherwise defined herein, terms defined in Article 9 of the Uniform Commercial Code in the State of New York are used herein as therein defined. SECTION 22. Indemnification of Collateral Agent. The Buyer agrees to indemnify and hold Collateral Agent free and harmless against any claim, cause of action, liability, expense, including reasonable attorneys' fees, loss, damage or cost incurred or arising as the result of or in connection with (i) the fact that securities in the Collateral Account are registered in the name of the Collateral Agent or (ii) compliance by the Collateral Agent with any instruction issued by the Buyer relating to the Collateral Account. The Collateral Agent shall not be required to act or to refrain from acting without first having received the direction of the Buyer. SECTION 23. Resignation of Collateral Agent. The Collateral Agent may, upon thirty (30) days' notice to Buyer, fully and completely discharge its obligations pursuant to this agreement by delivering all of the Account Collateral then in its possession to a successor collateral agent designated by Buyer. Buyer agrees to arrange for appointment of a successor collateral agent to whom the Account Collateral shall be transferred within said 30-day period. Upon the acceptance of any appointment as a Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. SECTION 24. Counterparts. This Agreement may be executed in one or more counterparts which collectively shall constitute a single agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their officer thereunto duly authorized as of the date first above written. PETRIE STORES CORPORATION By:/s/ Stephanie R. Joseph Name: Stephanie R. Joseph Title: Secretary and Principal Legal Officer CUSTODIAL TRUST COMPANY, as Collateral Agent By:/s/ Ronald D. Watson Name: Ronald D. Watson Title: President PS STORES ACQUISITION CORP. By: /s/ Max Roberts Name: Max Roberts Title: Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----