Execution Copy
AMENDMENT NO. 11 AND WAIVER TO THE FIFTH
AMENDED AND RESTATED LOAN AGREEMENT
THIS AMENDMENT NO. 11 AND WAIVER TO THE FIFTH AMENDED AND
RESTATED LOAN AGREEMENT, dated as of November 27, 2001 (this "Waiver and
Amendment"), by and among G-III LEATHER FASHIONS, INC., a New York corporation
(the "Borrower"), the Lenders that have executed the signature pages hereto
(individually, a "Lender" and collectively, the "Lenders"), and FLEET NATIONAL
BANK, (formerly known as Fleet Bank, N.A.) a national banking association as
agent for the Lenders (in such capacity, together with its successors in such
capacity, the "Agent"),
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS:
A. The Borrower, the Lenders and the Agent are parties to the
Fifth Amended and Restated Loan Agreement, dated as of May 31, 1999, as further
amended hereby (as it may be further amended, modified and supplemented from
time to time, the "Loan Agreement"); and
B. The Borrower has requested that the Lenders amend and waive
the Credit Agreement to modify certain provisions contained therein;
C. The Required Lenders have agreed to the requested amendment
and waiver on the terms and conditions hereinafter set forth parties hereto wish
to amend the Loan Agreement as hereinafter provided;
D. Each capitalized term used but not otherwise defined herein
shall have the meaning ascribed thereto in the Loan Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Amendment to Loan Agreement.
1.1 This Amendment shall be deemed to be a eleventh amendment
to the Fifth Amended and Restated Loan Agreement and shall not be construed in
any way as a replacement or substitution therefor. All of the terms and
conditions of, and terms defined in, this Amendment are hereby incorporated by
reference into the Loan Agreement as if such terms and provisions were set forth
in full therein.
1.2 Section 6.9(a) of the Loan Agreement is amended by the
deleting the minimum EBITDA covenant of $15,000,000 for January 31, 2002 and
replacing it with $9,400,000.
1.3 Section 6.9(b) of the Loan Agreement is amended by the
deleting the Minimum Tangible Net Worth covenant of $56,200,000 for January 31,
2002 and replacing it
with $52,200,000. The asterisk and footnote attached to the $56,200,000 are
deleted in their entirety.
1.4 The Loan Agreement, the Loan Documents and all agreements,
instruments and documents executed and delivered in connection with any of the
foregoing, shall each be deemed to be amended hereby to the extent necessary, if
any, to give effect to the provisions of this Amendment. Except as so amended
hereby, the Loan Agreement and the Loan Documents shall remain in full force and
effect in accordance with their respective terms.
Section 2. Waiver to Loan Agreement
2.1 Section 6.9(a) of the Loan Agreement required, among other
things, prior to any modification by this Amendment, that the Company reach a
Minimum EBITDA covenant of $15,500,000 by October 31, 2001. The Company was not
in compliance with this covenant as of October 31, 2001.
2.2 The Required Lenders have agreed to waive compliance with
the covenant violation in Section 2.1 above. This waiver is effective only in
this one instance and only with respect to the period set forth above. The
waiver set forth herein is limited precisely as written and shall not be deemed
(i) be a consent to or waiver of any other term or condition of the Loan
Agreement, or (ii) prejudice any other rights or rights which the Bank may now
have or may have in the future under or in connection with the Loan Agreement.
Section 3. Representations and Warranties.
A. The Borrower hereby represents and warrants to the Agent
and the Lenders that:
3.1 After giving effect to the amendment of the Loan Agreement
pursuant to this Amendment: (i) each of the representations and warranties set
forth in Article 3 of the Loan Agreement is true and correct in all respects as
if made on the date hereof, and (ii) there exists no Default or Event of Default
under the Loan Agreement after giving effect to this Amendment.
3.2 The Borrower has full corporate power and authority to
execute and deliver this Amendment and to perform the obligations on its part to
be performed thereunder and under the Loan Agreement as amended hereby.
Section 4. Conditions Precedent to Amendments.
The effectiveness of the amendments and waiver contained in
Section 1 and Section 2 of this Amendment and Waiver, are each and all subject
to the satisfaction, in form and substance satisfactory to the Agent, of each of
the following conditions precedent:
4.1 The Borrower, and Required Lenders each Transferor and
each Transferee shall have duly executed and delivered this Amendment and
Waiver.
4.2 The Agent on behalf of the Lenders shall have received an
Amendment Fee in the amount of $75,000 from the Borrower.
-2-
4.3 Each of the conditions precedent set forth in Section 5.1
and Section 5.2 of the Loan Agreement shall have been satisfied or waived in
accordance with the terms of the Loan Agreement.
4.4 The representations and warranties set forth in Section 3
hereof shall be true, correct and complete on and as of the closing date of this
Amendment as though made on such date.
4.5 The Agent shall have received such approvals, opinions or
documents as any Lender through the Agent may reasonably request, the Borrower
and the Guarantors shall have taken all such other actions as any Lender through
the Agent may reasonably request, and all legal matters incident to the
foregoing shall be satisfactory to the Agent.
Section 5. Reference to and Effect Upon the Loan Agreement and
other Loan Documents.
5.1 Except as specifically amended in Section 1 and Section 2
above, the Loan Agreement and each of the other Loan Documents shall remain in
full force and effect and each is hereby ratified and confirmed.
5.2 The execution, delivery and effect of this Amendment shall
be limited precisely as written and shall not be deemed to (i) be a consent to
any waiver of any term or condition or to any amendment or modification of any
term or condition of the Loan Agreement or any other Loan Document, except, upon
the effectiveness, if any, of this Amendment, as specifically amended in Section
1 and Section 2 above, or (ii) prejudice any right, power or remedy which the
Agent or any Lender now has or may have in the future under or in connection
with the Loan Agreement or any other Loan Document. Upon the effectiveness of
this Amendment, each reference in the Loan Agreement to "this Agreement",
"hereunder", "hereof", "herein" or any other word or words of similar import
shall mean and be a reference to the Loan Agreement as amended hereby, and each
reference in any other Loan Document to the Loan Agreement or any word or words
of similar import shall mean and be a reference to the Loan Agreement as amended
hereby.
Section 6. Miscellaneous
6.1 This Amendment and Waiver may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.
6.2 The Borrower shall pay on demand all reasonable fees,
costs and expenses incurred by Agent in connection with the preparation,
execution and delivery of this Amendment and Waiver (including, without
limitation, all reasonable attorneys' fees).
6.3 GOVERNING LAW. THIS AMENDMENT AND WAIVER SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS
OF LAW PROVISIONS) OF THE STATE OF NEW YORK.
-3-
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Assignment to be duly executed on the date first above written.
G-III LEATHER FASHIONS, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
---------------------------------------
Title: Chief Financial Officer
--------------------------------------
FLEET NATIONAL BANK,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
---------------------------------------
Title: Vice President
--------------------------------------
XX XXXXXX XXXXX BANK (Formerly known
as The Chase Manhattan Bank), as Lender
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
---------------------------------------
Title: Vice President
--------------------------------------
THE CIT GROUP/COMMERCIAL
SERVICES, as Lender
By: /s/ Xxxx Xxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxx
---------------------------------------
Title: Vice President
--------------------------------------
ISRAEL DISCOUNT BANK OF NEW YORK
as Lender
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxx
---------------------------------------
Title: Vice President
--------------------------------------
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxx
---------------------------------------
Title: Senior Vice President
--------------------------------------
-4-
HSBC Bank USA, as Lender
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
---------------------------------------
Title: Senior Vice President
--------------------------------------
BANK LEUMI USA
as Lender
By: /s/ Xxxx Xxxxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxxxx
---------------------------------------
Title: First Vice President
-----------------------------
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
---------------------------------------
Title: Vice President
--------------------------------------
FLEET NATIONAL BANK, as Agent
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
---------------------------------------
Title: Vice President
--------------------------------------
-5-
