AMENDMENT TO REVOLVING CREDIT
AND SECURITY AGREEMENT
THIS AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT
(this "Amendment") is made as of July 12, 1999, among SWANK,
INC., a corporation organized under the laws of the State of
Delaware (the "Borrower"), and PNC BANK, NATIONAL ASSOCIATION, a
national banking association ("PNC"), as agent for the Lenders
described below (in such capacity, the "Agent") and as a Lender.
W I T N E S S E T H:
A. Pursuant to the Revolving Credit and Security Agreement
dated as of July 27, 1998 (as amended, supplemented or modified
from time to time, the "Credit Agreement"), by and among the
Borrower, the financial institutions and insurance companies
which are now or which hereafter become a party thereto
(collectively, the "Lenders" and individually a "Lender") and the
Agent, as Agent for the Lenders, the Lenders agreed to make
revolving credit loans to, and issue letters of credit for the
account of, the Borrower upon the terms and conditions set forth
therein.
B. PNC is currently the sole Lender.
C. The Borrower, the sole Lender and the Agent have agreed
to amend the Credit Agreement upon the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the
sole Lender and the Agent agree as follows:
1. Capitalized terms used in this Amendment shall have the
same meanings given them in the Credit Agreement, unless
otherwise defined herein.
2. The definition of "Maximum Revolving Advance Amount" in
Section 1.2 of the Credit Agreement is hereby amended to read in
its entirety as follows:
"Maximum Revolving Advance Amount" shall mean (a)
thirty-three million dollars ($33,000,000) during the period
commencing on August 1, 1999 and ending on October 31, 1999, and
(b) thirty million dollars ($30,000,000) at all other times."
3. The definition of "Seasonal Advance Period" in Section
1.2 of the Credit Agreement is hereby amended to read in its
entirety as follows:
"Seasonal Advance Period" shall mean (a) the period
commencing on June 1, 1999 and ending on October 31, 1999 and (b)
with respect to each other year during the Term, the period
commencing on July 1 of such year and ending on September 30 of
such year."
4. Section 6.5 of the Credit Agreement is hereby amended to read in
its entirety as follows:
"6.5 Fixed Charge Coverage Ratio. Maintain a Fixed Charge
Coverage Ratio of not less than (a) .80 to 1.00 at the end of the
fiscal quarter of the Borrower ending on June 30, 1999 for the
period of twelve (12) consecutive calendar months then ending,
(b) .90 to 1.00 at the end of the fiscal quarter of the Borrower
ending on September 30, 1999 for the period of twelve (12)
consecutive calendar months then ending, and (c) 1.10 to 1.00 at
the end of each other fiscal quarter of the Borrower for the
period of twelve (12) consecutive calendar months then ending."
5. In order to induce the sole Lender and the Agent to enter
into this Amendment, the Borrower hereby represents and warrants
that:
(a) after giving effect to paragraph 4 of this Amendment, no
Default or Event of Default has occurred and is continuing;
(b) this Amendment has been duly authorized, executed and
delivered by the Borrower and constitutes its legal, valid and
binding obligation, enforceable in accordance with its terms;
(c) the Credit Agreement and each of the Other Documents to
which the Borrower is a party, after giving effect to this
Amendment and the transactions contemplated hereby, continue to
be in full force and effect and to constitute the legal, valid
and binding obligations of the Borrower, enforceable against the
Borrower in accordance with their respective terms; and
(d) the representations and warranties made by the Borrower
in or pursuant to the Credit Agreement or any Other Document, or
which are contained in any certificate, document or financial or
other statement furnished at any time under or in connection
herewith or therewith, are each true and correct in all material
respects on and as of the date hereof, as though made on and as
of such date.
6. This Amendment shall become effective as of the date
above upon receipt by the Agent of (a) two (2) copies of this
Amendment executed by the Borrower, and (b) a modification fee of
$7,500 in immediately available funds.
7. The Borrower hereby confirm that all liens granted on the
Collateral shall continue unimpaired and in full force and
effect.
8. This Amendment may be executed in several counterparts,
each of which, when executed and delivered, shall be deemed an
original, and all of which together shall constitute one
agreement. Any signature delivered by a party by facsimile
transmission shall be deemed to be an original signature hereto.
9. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York applied to
contracts to be performed wholly within the State of New York,
without giving effect to the principles of conflicts of law. This
Amendment shall be binding upon and inure to the benefit of the
Borrower, the Lenders and the Agent, and their respective
successors and permitted assigns.
10. From and after the effectiveness hereof, all references
to the Credit Agreement in the Other Documents shall mean the
Credit Agreement as amended and modified by this Amendment.
11. Except as amended and otherwise modified by this
Amendment, the Credit Agreement and the Other Documents shall
remain in full force and effect in accordance with their
respective terms. Except as expressly provided herein, this
Amendment shall not constitute an amendment, waiver, consent or
release with respect to any provision of the Credit Agreement or
any Other Document, a waiver of any Default or Event of Default
thereunder, or a waiver or release of any of the Agent's or any
Lender's rights or remedies (all of which are hereby reserved).
The Borrower expressly ratifies and confirms the waiver of jury
trial and other provisions of Section 12.3 of the Credit
Agreement,
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.
ATTEST: SWANK, INC.
\s\ Xxxxx XxXxxxxxx By: \s\ Xxxxxxxxxxx X. Xxxx
Name: Xxxxxxxxxxx X. Xxxx
Title: SVP, CFO
PNC BANK, NATIONAL ASSOCIATION.
as Lender and as Agent
By: \s\ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: V.P.
