CONFORMED COPY
FIRST AMENDMENT TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
FIRST AMENDMENT, dated as of July 12, 2002 (the "First
Amendment"), to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of
February 5, 2002, among XXXXXX A.S.L., LTD., a Delaware corporation (the
"Borrower"), a debtor and debtor-in-possession in a case pending under Chapter
11 of the Bankruptcy Code, and certain of the direct or indirect subsidiaries of
the Borrower signatory hereto (each a "Guarantor" and collectively, the
"Guarantors"), each of which Guarantors referred to in this paragraph is a
debtor and debtor-in-possession in a case pending under Chapter 11 of the
Bankruptcy Code (the cases of the Borrower and the Guarantors, each a "Case" and
collectively, the "Cases"), JPMORGAN CHASE BANK, a New York banking corporation
("JPMorgan Chase"), each of the other financial institutions from time to time
party hereto (together with JPMorgan Chase, the "Banks") and JPMORGAN CHASE
BANK, as agent (in such capacity, the "Agent") for the Banks and The CIT
Group/Commercial Services, Inc. ("CIT") as collateral monitor (in such capacity,
the "Collateral Monitor"):
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the
Agent are parties to that certain Revolving Credit and Guaranty Agreement, dated
as of February 5, 2002 (as the same may be amended, modified or supplemented
from time to time, the "Credit Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested
that from and after the Effective Date (as hereinafter defined) of this First
Amendment, the Credit Agreement be amended subject to and upon the terms and
conditions set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. As used herein, all terms that are defined in the Credit
Agreement (in effect immediately prior to the Effective Date of this First
Amendment) shall have the same meanings herein.
2. The Credit Agreement is hereby amended by inserting each
of the provisions which appear with computerized underscoring and by deleting
each of the provisions which appear with computerized strike-through in the
document annexed hereto as Exhibit A.
3. Annex A to the Credit Agreement is hereby replaced in
its entirety by Annex A hereto.
4. The signature pages of the Credit Agreement are hereby
amended to conform to the signature pages hereto.
5. This First Amendment shall not become effective (the
"Effective Date") until (a) the later to occur of (i) the date on which this
First Amendment shall have been executed by the Borrower, the Guarantors, the
Banks and the Agent, and the Agent shall have received evidence satisfactory to
it of such execution, and (ii) the date on which the Agent shall have received
the Amendment Approval Order (as defined in Exhibit A); and (b) the Agent shall
have received a fee for the benefit of each Bank in the amount of $100,000,
which fee shall be paid pro rata to each Bank in accordance with each Bank's
Tranche A Commitment plus Tranche B Commitment.
6. Except to the extent hereby amended, the Credit
Agreement and each of the Loan Documents remain in full force and effect and are
hereby ratified and affirmed.
7. The Borrower agrees that its obligations set forth in
Section 10.05 of the Credit Agreement shall extend to the preparation, execution
and delivery of this First Amendment, including the reasonable fees and
disbursements of special counsel to the Agent.
8. This First Amendment shall be limited precisely as
written and shall not be deemed (a) to be a consent granted pursuant to, or a
waiver or modification of, any other term or condition of the Credit Agreement
or any of the instruments or agreements referred to therein or (b) to prejudice
any right or rights which the Agent or the Banks may now have or have in the
future under or in connection with the Credit Agreement or any of the
instruments or agreements referred to therein. Whenever the Credit Agreement is
referred to in the Credit Agreement or any of the instruments, agreements or
other documents or papers executed or delivered in connection therewith, such
reference shall be deemed to mean the Credit Agreement as modified by this First
Amendment.
9. This First Amendment may be executed in any number of
counterparts and by the 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 instrument.
10. This First Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
2
Signature Pages to First Amendment
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be duly executed as of the day and the year first written.
BORROWER:
XXXXXX A.S.L., LTD.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: EVP, CFO & Treasurer
GUARANTORS:
A.S.L. RETAIL OUTLETS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: EVP & Treasurer
ASL/K LICENSING CORP.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: EVP & Treasurer
XXXXXX HOLDINGS INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: EVP & Treasurer
AKC ACQUISITION, LTD.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: EVP & Treasurer
LION LICENSING LTD.
By: /s/ Xxx X. Xxxxx
-------------------------------------------
Name: Xxx X. Xxxxx
Title: Vice President
JPMORGAN CHASE BANK,
Individually and as Agent
By: /s/ Xxxxxx Xxxx
-------------------------------------------
Name: Xxxxxx Xxxx
Title: Managing Director
Signature Pages to First Amendment
THE CIT GROUP/COMMERCIAL SERVICES, INC.,
Individually and as Collateral Monitor
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Signature Pages to First Amendment
LASALLE BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: First Vice President
Signature Pages to First Amendment
FLEET CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
Signature Pages to First Amendment
ISRAEL DISCOUNT BANK OF NEW YORK
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President
By: /s/ Xxx XxXxxxx
-------------------------------------------
Name: Xxx XxXxxxx
Title: Assistant Vice President
Signature Pages to First Amendment
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Signature Pages to First Amendment
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Its Duly Authorized Signatory
Signature Pages to First Amendment
BANK LEUMI USA
By: /s/ Xxxxxx Xxxxxx
-------------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
Signature Pages to First Amendment
ALPINE ASSOCIATES, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
Signature Pages to First Amendment
ANNEX A
to
REVOLVING CREDIT AND GUARANTY AGREEMENT
Dated as of February 5, 2002
(as amended as of July 12, 2002)
TRANCHE A COMMITMENT TRANCHE A COMMITMENT TRANCHE B COMMITMENT TRANCHE B COMMITMENT
BANK AMOUNT PERCENTAGE AMOUNT PERCENTAGE
---- ------ ---------- ------ ----------
JPMorgan Chase Bank $5,635,595.00 16.10170% $13,599,797.72 14.84375%
The CIT Group/Commercial Services, $5,635,595.00 16.10170% $13,599,797.72 14.84375%
Inc.
LaSalle Bank, National Association $3,559,325.00 10.16950% $8,589,345.93 9.37500%
Alpine Associates, L.P. -- -- $7,157,788.28 7.81250%
Fleet Capital Corporation $9,491,510.00 27.11860% $22,904,922.49 25.00000%
Israel Discount Bank of New York $2,372,895.00 6.77970% $5,726,230.62 6.25000%
PNC Bank, National Association $3,559,325.00 10.16950% $8,589,345.93 9.37500%
General Electric Capital Corporation $3,559,325.00 10.16950% $8,589,345.93 9.37500%
Bank Leumi USA $1,186,430.00 3.38980% $2,863,115.31 3.12500%
Total $35,000,000 100.0000% $91,619,689.93 100.000%
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EXHIBIT A
[BLACKLINE OF DIP AGREEMENT]
