Exhibit 10.34
Fourth Amendment dated June 1, 1997 to the Fifth
Amended and Restated Credit Agreement.
FOURTH AMENDMENT, dated as of June 1, 1997 (the "Amendment"), to the
Fifth Amended and Restated Credit Agreement dated July 31, 1994 (the "Credit
Agreement"; terms not otherwise defined herein shall be used herein as
therein defined), among APPAREL AMERICA, INC., a Delaware corporation (the
"Borrower"); CONNECTICUT DEVELOPMENT AUTHORITY ("CDA") an assignee of
Chemical Bank, BINGHAMTON SAVINGS BANK ("BINGHAMTON") an assignee of
Chemical Bank, and A.I. ASSOCIATES, INC. ("AI") (each a "Bank" and
collectively the "Banks"); and BINGHAMTON SAVINGS BANK as agent for the Banks
(and as successor agent to Chemical Bank) (in such capacity, the "Agent").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Borrower has requested that the Credit Agreement be
amended to reflect changes in certain covenants made by Borrower;
WHEREAS, the Borrower, the Agent and the Banks have agreed to so amend
the Credit Agreement on the terms set forth below;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT.
(a) Section 1.1 of the Credit Agreement is hereby amended by adding
thereto the following definitions in the proper alphabetical order:
"AGREEMENT" means the Fifth Amended and Restated Credit Agreement
dated July 31, 1994, as amended by the Amendment dated January 12, 1996, the
Second Amendment dated June 1, 1996, the Third Amendment dated October 15,
1996 and the Fourth Amendement dated June 1, 1997.
2. AMENDMENTS TO SECTION 2.2 OF THE CREDIT AGREEMENT.
(a) Subsection 2.2 (b)(i) of the Credit Agreement is amended to
substitute the amount "$49,005" in place of the amount "$171,840" appearing
after the date March 1997, and to substitute the amount "$616,916" for the
amount $494,081" appearing after the date June 2000.
(b) Subsection 2.2 (b)(ii) of the Credit Agreement is hereby amended
to substitute the amount "$37,860" in place of the amount "$132,759" appearing
after the date March 1997, and to substitute
the amount "$677,657" for the amount "$582,758" appearing after the date June
2001.
(c) Subsection 2.2 (b)(iii) of the Credit Agreement is amended to
substitute the amount "$63,135" in place of the amount "$221,380" appearing
after the date March 1997, and to substitute the amount "$679,625" for the
amount "$521,380" appearing after the date June 2000.
3. AMENDMENTS TO SECTION 8.3 OF THE CREDIT AGREEMENT.
(a) Subsection 8.3 (a) of the Credit Agreement is amended by removing
the line "1997 Fiscal Year -- $2,500,000." The intent of this amendment is to
remove any requirement for a specific EBDIT for Fiscal Year 1997.
(b) Subsection 8.3 (b) of the Credit Agreement is hereby amended by
adding the following clause at the end of such Subsection 8.3 (b): "PROVIDED,
HOWEVER, notwithstanding the foregoing, Net Working Capital shall be no less
than $1,500,000 as of January 31, 1997, $3,000,000 as of April 30, 1997 and
there shall be no Net Working Capital requirement at all for the date July
31, 1997."
(c) Subsection 8.3 (c)(i) and 8.3 (c)(ii) of the Credit Agreement are
hereby amended by adding the following phrase at the end of each of said Section
8.3(c)(i) and Section (c)(ii): "PROVIDED, HOWEVER, no such requirement shall
apply to aggregate sales revenue or Net Income for the respective three (3)
month periods ending October 31, 1996, January 31, 1997, April 30, 1997 and
July 31, 1997."
(d) BORROWER'S CORPORATE POWER; AUTHORIZATION; ENFORCEABLE
OBLIGATIONS. The Borrower, by signing below, represents that it has the
power and authority, and the legal right, to make, deliver and perform all
terms and obligations set forth in this Amendment and that the Borrower has
taken all necessary corporate action to authorize the terms and obligations
set forth in this Amendment. No consent or authorization of, filing with or
other act by or in respect of, any Governmental Authority or any other person
in required in connection with the execution, delivery, performance, validity
or enforceability of this Amendment. This Amendment has been duly executed
and delivered on behalf of the Borrower. This Amendment constitutes a legal,
valid and binding obligation of the Borrower, enforceable against it in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable priciples (whether enforcement is sought by proceedings in equity
or at law).
5. SCOPE. This Amendment is to be narrowly construed. Except as
expressly amended herein, all of the covenants and provisions of the Credit
Agreement are and shall continue to be in full force and effect.
6. COUNTERPARTS. This Amendment may be simultaneously executed in
several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers as of the day and year first
above written.
Address: APPAREL AMERICA, INC.
0000 Xxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxxx
00000 By: /s/ Xxxxxxxxx X. X'Xxxxx
Telecopy No.: -------------------------
(000) 000-0000 Name: Xxxxxxxxx X. X'Xxxxx
Attn: Xxxxxx X. Xxxxxxx Title: Vice President-Finance
President
with a copy to:
Xxxxxxx Xxxxx & Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy No.: (000) 000-0000
Attn: Xxxxx X. Xxxxx, Esq.
Address: BINGHAMTON SAVINGS BANK, AS
00-00 Xxxxxxxx Xxxxxx XXXXX XXX XXXX
Xxxxxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Attn: Xxxxx Small By: /s/ Xxxx X. Xxxxxxxx
--------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
with a copy to:
Xxxxxx Xxxxxxxx, Esq.
Xxxxxx, Xxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxx
Xxxxxx, XX 00000
Address: A.I. ASSOCIATES, INC., AS BANK
000 Xxxxx Xxxxx
Xxxxxx, Xxx Xxxx 00000
Telecopy No.: By: /s/ Xxxxxx Xxxxxxx
(000) 000-0000 -------------------
Attn: Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx
President Title: President
Address: CONNECTICUT DEVELOPMENT
000 Xxxxx Xxxxxx XXXXXXXXX, AS BANK
Xxxxx Xxxxx, XX 00000
Telecopy No.:
(000) 000-0000 By:
Attn: Loan Administration -----------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
with a copy to:
Xxxxxxx X. Rock, Esq.
Xxxxxxx & Xxxxxxx
Xxx Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
Address: A.I. ASSOCIATES, INC., AS BANK
000 Xxxxx Xxxxx
Xxxxxx, Xxx Xxxx 00000
Telecopy No.: By:
(000) 000-0000 ----------------------------
Attn: Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx
President Title: President
Address: CONNECTICUT DEVELOPMENT
000 Xxxxx Xxxxxx XXXXXXXXX, AS BANK
Xxxxx Xxxx, XX 00000
Telecopy No.:
(000) 000-0000 By: /s/ Xxxxxxx X. Xxxxx
Attn: Loan Administration ---------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
with a copy to:
Xxxxxxx X. Rock, Esq.
Xxxxxxx & Xxxxxxx
Xxx Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
