FOURTH AMENDMENT TO LOAN DOCUMENTS
THIS FOURTH AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is
made as of this 18th day of October, 2000 by and among SWANK,
INC., a corporation organized under the laws of the State of
Delaware (the "Borrower"), the financial institutions which are
now or which hereafter become a party hereto (collectively, the
"Lenders" and individually a "Lender") and PNC BANK, NATIONAL
ASSOCIATION, ("PNC"), as agent for Lenders (PNC, in such
capacity, the "Agent"). a national banking association ("PNC"),
as agent for the Lenders described below (PNC, in such capacity,
the "Agent").
BACKGROUND
A. The Borrower has executed and delivered to the Lender (or a
predecessor which is now known by the Lender's name as set forth
above), one or more promissory notes, letter agreements, loan
agreements, security agreements, mortgages, pledge agreements,
collateral assignments, and other agreements, instruments,
certificates and documents, some or all of which are more fully
described on attached Exhibit A, which is made a part of this
Amendment (collectively as amended from time to time, the "Loan
Documents") which evidence or secure some or all of the
Borrower's obligations to the Lender for one or more loans or
other extensions of credit (the "Obligations").
B. The Borrower and the Lender desire to amend the Loan
Documents as provided for in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Certain of the Loan Documents are amended as set forth in
Exhibit A. Any and all references to any Loan Document in any
other Loan Document shall be deemed to refer to such Loan
Document as amended by this Amendment. This Amendment is deemed
incorporated into each of the Loan Documents. Any initially
capitalized terms used in this Amendment without definition shall
have the meanings assigned to those terms in the Loan Documents.
To the extent that any term or provision of this Amendment is or
may be inconsistent with any term or provision in any Loan
Document, the terms and provisions of this Amendment shall
control.
2. The Borrower hereby certifies that: (a) all of its
representations and warranties in the Loan Documents, as amended
by this Amendment, are, except as may otherwise be stated in this
Amendment: (i) true and correct in all material respects as of
the date of this Amendment, and (ii) incorporated into this
Amendment by reference, (b) no Event of Default or event which,
with the passage of time or the giving of notice or both, would
constitute an Event of Default, exists under any Loan Document
which will not be cured by the execution and effectiveness of
this Amendment, (c) no consent, approval, order or authorization
of, or registration or filing with, any third party is required
in connection with the execution, delivery and carrying out of
this Amendment or, if required, has been obtained, and (d) this
Amendment has been duly authorized, executed and delivered so
that it constitutes the legal, valid and binding obligation of
the Borrower, enforceable in accordance with its terms. The
Borrower confirms that the Obligations remain outstanding.
3. The Borrower hereby confirms that any collateral for the
Obligations, including liens, security interests, mortgages, and
pledges granted by the Borrower or third parties (if applicable),
shall continue unimpaired and in full force and effect, and shall
cover and secure all of the Borrower's existing and future
Obligations to the Lender, as modified by this Amendment.
4. As a condition precedent to the effectiveness of this
Amendment, the Borrower shall comply with the terms and
conditions (if any) specified in Exhibit A.
5. This Amendment may be signed in any number of counterpart
copies and by the parties to this Amendment on separate
counterparts, but all such copies shall constitute one and the
same instrument. Delivery of an executed counterpart of a
signature page to this Amendment by facsimile transmission shall
be effective as delivery of a manually executed counterpart. Any
party so executing this Amendment by facsimile transmission shall
promptly deliver a manually executed counterpart, provided that
any failure to do so shall not affect the validity of the
counterpart executed by facsimile transmission.
6. This Amendment will be binding upon and inure to the
benefit of the Borrower and the Lender and their respective
heirs, executors, administrators, successors and assigns.
7. This Amendment has been delivered to and accepted by the
Lender and will be deemed to be made in the State where the
Lender's office indicated in the Loan Documents is located. This
Amendment will be interpreted and the rights and liabilities of
the parties hereto determined in accordance with the laws of the
State where the Lender's office indicated in the Loan Documents
is located, excluding its conflict of laws rules.
8. Except as amended hereby, the terms and provisions of the
Loan Documents remain unchanged, are and shall remain in full
force and effect unless and until modified or amended in writing
in accordance with their terms, and are hereby ratified and
confirmed. Except as expressly provided herein, this Amendment
shall not constitute an amendment, waiver, consent or release
with respect to any provision of any Loan Document, a waiver of
any default or Event of Default under any Loan Document, or a
waiver or release of any of the Lender's rights and remedies (all
of which are hereby reserved). The Borrower expressly ratifies
and confirms the confession of judgment (if applicable) and
waiver of jury trial provisions contained in the Loan Documents.
WITNESS the due execution of this Amendment as a document
under seal as of this 18th day of October, 2000.
(SEAL)
ATTEST: SWANK, INC.
By:____________________________ By:___________________________
XXXXXX X. XXXXXXX XXXX X. XXXXX
Secretary President
PNC BANK, NATIONAL ASSOCIATION
As Lender and as Agent
By:____________________________
XXXXXX XXXXXXX
Vice President
EXHIBIT A TO
FOURTH AMENDMENT TO LOAN DOCUMENTS
DATED OCTOBER 18, 2000
A. The "Loan Documents" that are the subject of this Amendment
include the following (as any of the foregoing have
previously been amended, modified or otherwise supplemented):
1. Revolving Credit and Security Agreement dated as of July
27, 1998, as such has been amended and or supplemented from
time to time, (the "Loan Agreement").
2. Amendment to Revolving Credit and Security Agreement dated
as of July 12, 1999.
3. Second Amendment to Loan Documents dated effective as of
October 29, 1999.
4. Third Amendment to Revolving Credit and Security Agreement
dated December 31, 1999.
5. Revolving Credit Note dated as of July 27, 1998 in the
principal sum of $3,000,000.00, and any renewal, extension,
modification or amendment thereto or substitution therefor
("Revolving Credit Note").
6. Pledge Agreement dated as of July 27, 1998.
7. All other documents, instruments, agreements, and
certificates executed and delivered in connection with the
Loan Documents listed in this Section A.
B. The Loan Documents are amended as follows:
The Loan Agreement, as previously amended, and all other
references to the following contained in any of the other
Loan Documents is hereby amended to provide:
1. The definition of "Maximum Revolving Advance Amount" in
Section 1.2 of the Loan Agreement is hereby amended to read,
in its entirety, as follows:
"Maximum Revolving Advance Amount" shall mean (a) THIRTY-
THREE MILLION DOLLARS ($33,000,000.00) during the period
commencing September 30, 2000 and ending on December 31,
2000, and (b) THIRTY MILLION DOLLARS ($30,000,000.00) at
all other times subsequent to December 31, 2000."
2. The definition of "Applicable Margin" in Section 1.2 of
the Loan Agreement is hereby amended to read, in its entirety,
as follows:
"Applicable Margin" shall mean with respect to the unpaid
balance of Revolving Advances, (a) during the period prior
to receipt by Lender of Borrower's audited financial
statements for the fiscal year ending December 31, 2000
pursuant to Section 9.7 of this Agreement (i) one and one-
quarter percent (1.25%) for Domestic Rate Loans, and (ii)
three percent (3%) for Eurodollar Rate Loans, and (b)
thereafter, the applicable percentages set forth below:
Fixed Charge Applicable Margin for Applicable Margin for
Coverage Ratio Domestic Rate Loans Eurodollar Rate Loans
greater than or equal to 1.1:1.0 .25% 2.0%
less than 1.1:1.0 but greater .75% 2.50%
than or equal to 0.5:1.0
less than 0.5:1.0 but greater 1.0% 2.75%
than or equal to 0:1.0
less than 0:1.0 1.25% 3.0%
The foregoing shall not be deemed to be a modification or
waiver of Borrower's obligations under Section 6.5 of this
Agreement.
3. Amendment to Revolving Credit Note. The principal sum of
the Revolving Credit Note shall be amended as follows: (a)
THIRTY-THREE MILLION DOLLARS ($33,000,000.00) during the
period commencing September 30, 2000 and ending on December 31,
2000, and (b) THIRTY MILLION DOLLARS ($30,000,000.00) at
all other times subsequent to December 31, 2000.
C. Conditions to Effectiveness of Amendment: The effectiveness
of the amendments set forth in this Amendment are subject to
the prior satisfaction of the following conditions:
1. Execution by Borrower and delivery to the Lender on or
before October 15, 2000 of (a) this Amendment, (b) and such
supporting authority documents as the Lender may require.
2. Other than as previously disclosed to Lender, since
September 30, 2000 there shall not have occurred any
event, condition, or statement of facts which could
reasonably be expected to have a material adverse effect.
3. The payment by Borrower to Lender in immediately available
funds of an amendment fee in the amount of Twenty-five thousand
dollars ($25,000.00).
