Exhibit 10.22
EXECUTION COPY
SIXTH AMENDMENT
Dated as of November 20, 2000
This SIXTH AMENDMENT (the "Sixth Amendment") among The Xxxxx
Karan Company, a New York general partnership, The Xxxxx Karan Company Store,
G.P., a New York general partnership, Xxxxx Karan Studio, a New York general
partnership, and DK Footwear Partners, a New York general partnership
(collectively, the "Borrowers"), the financial institutions from time to time
parties thereto as lenders (the "Lenders"), the financial institutions from time
to time parties thereto as issuing banks (the "Issuing Banks"), Citibank, N.A.,
in its capacity as administration agent for the Lenders and the Issuing Banks
(the "Administrative Agent"), The Chase Manhattan Bank and Nationsbank, N.A., in
their capacity as co-agents (the "Co-Agents").
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Lenders, the Issuing Banks, the Co-Agents
and the Administrative Agent have entered into a Second Amended and Restated
Credit Agreement dated as of January 29, 1998, as amended from time to time
(as so amended, the "Credit Agreement"). Unless otherwise defined herein, the
terms defined in the Credit Agreement shall be used herein as therein defined.
(2) The Borrowers and the Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement
is, effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof, hereby amended as follows:
(a) The definition of "Eligible Receivables" in Section 1.01 of
the Credit Agreement is amended by adding at the end thereof the
following:
"Notwithstanding anything to the contrary contained herein, no
Receivable arising under a Borrower's consumer private label
credit card program shall be an Eligible Receivable."
(b) Section 9.02 of the Credit Agreement is amended by adding at
the end thereof a new clause (vii) to read as follows:
(vii) the sale of accounts by The Xxxxx Karan Company Store, G.P.
to Xxxxxx United Bank pursuant to the Consumer Credit Card
Program Agreement dated as of November 20, 2000 among Xxxxxx
United Bank, The Xxxxx Karan Company
Store, G.P. and Xxxxx Karan Studio."
(c) Section 9.03 of the Credit Agreement is amended by
renumbering the second clause (viii) at the end thereof to "(ix)" and
adding a new clause (x) at the end of Section 9.03 to read as follows:
"(x) the Lien granted pursuant to, and the UCC-1 financing
statements filed in connection with, the Consumer Credit Card
Program Agreement dated as of November 20, 2000 among Xxxxxx
United Bank, The Xxxxx Karan Company Store, G.P. and Xxxxx Karan
Studio."
SECTION 2. CONDITIONS OF EFFECTIVENESS. This Sixth Amendment
shall become effective when the Administrative Agent shall have received
counterparts of this Sixth Amendment executed by the Borrowers and the Requisite
Lenders.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. Each
Borrower represents and warrants as follows:
(a) After giving effect to this Sixth Amendment, all of the
representations and warranties contained in Section 6.01 of the Credit
Agreement and in the other Loan Documents shall be true in all
material respects.
(b) After giving effect to this Sixth Amendment, no Default or
Event of Default shall have occurred and be continuing.
SECTION 4. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a)
Upon the effectiveness of this Sixth Amendment, on and after the date hereof
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement
and all other Loan Documents, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed. Without limiting
the generality of the foregoing, the Loan Documents and all of the Collateral
described therein do and shall continue to secure the payment of all obligations
of the Borrowers under the Credit Agreement, the Notes and the other Loan
Documents, in each case as amended hereby.
(c) The execution, delivery and effectiveness of this Sixth
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 5. EXECUTION IN COUNTERPARTS. This Sixth Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.
SECTION 6. GOVERNING LAW. This Sixth Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Amendment to be executed as of the date first above written.
THE XXXXX KARAN COMPANY
By: Xxxxx Karan International Inc., a general partner
By: /s/
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Title:
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XXXXX KARAN STUDIO
By: Full Requirements Merchandising, Inc., a general
partner
By: /s/
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Title:
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THE XXXXX KARAN COMPANY STORE, G.P.
By: Xxxxx Karan International Inc., a general partner
By: /s/
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Title:
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DK FOOTWEAR PARTNERS
By: Xxxxx Karan International Inc., a general partner
By: /s/
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Title:
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CITIBANK, N.A., as Administrative Agent and Lender
By: /s/
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Vice President
THE CHASE MANHATTAN BANK, as Co-Agent
and Lender
By: /s/
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Title:
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BANKAMERICA BUSINESS CREDIT, as Co-Agent
and Lender
By: /s/
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Title:
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PNC BUSINESS CREDIT
By: /s/
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Title:
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THE CIT GROUP/COMMERCIAL SERVICES, INC.
By: /s/
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Title:
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NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/
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Title:
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XXXXXXX NATIONAL LIFE INSURANCE CO.,
By: PPM FINANCE, INC., its Attorney-in-Fact
By: /s/
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Title:
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