Exhibit 10.1
EXECUTION COPY
FIFTH AMENDMENT
Dated as of June 9, 2000
This FIFTH AMENDMENT (the "Fifth Amendment") among The Xxxxx Karan Company,
a New York general partnership, The Xxxxx Karan Company Store, G.P., a New York
general partnership, Xxxxx Karan Studio, a New York general partnership, and DK
Footwear Partners, a New York general partnership (collectively, the
"Borrowers"), the financial institutions from time to time parties thereto as
lenders (the "Lenders"), the financial institutions from time to time parties
thereto as issuing banks (the "Issuing Banks"), Citibank, N.A., in its capacity
as administration agent for the Lenders and the Issuing Banks (the
"Administrative Agent"), The Chase Manhattan Bank and Nationsbank, N.A., in
their capacity as co-agents (the "Co-Agents").
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Lenders, the Issuing Banks, the Co-Agents and the
Administrative Agent have entered into a Second Amended and Restated Credit
Agreement dated as of January 29, 1998, as amended from time to time (as so
amended, the "Credit Agreement"). Unless otherwise defined herein, the terms
defined in the Credit Agreement shall be used herein as therein defined.
(2) The Borrowers and the Lenders have agreed to amend the Credit Agreement
as hereinafter set forth.
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof, hereby amended as follows:
(a) The reference to $70,000,000 in the lead-in language in SECTION
2.03 of the Credit Agreement is deleted and in substitution therefor the amount
of "$90,000,000" is added.
(b) The reference to $70,000,000 in clause (I) of SECTION
2.03(A)(II)(A) of the Credit Agreement is deleted and in substitution therefor
the amount of "$90,000,000" is added.
SECTION 2. CONDITIONS OF EFFECTIVENESS. This Fifth Amendment shall become
effective when the Administrative Agent shall have received counterparts of this
Fifth Amendment executed by the Borrowers and the Requisite Lenders.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. Each Borrower
represents and warrants as follows:
(a) After giving effect to this Fifth Amendment, all of the
representations and warranties contained in Section 6.01 of the Credit Agreement
and in the other Loan Documents shall be true in all material respects.
(b) After giving effect to this Fifth Amendment, no Default or Event of
Default shall have occurred and be continuing.
SECTION 4. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) Upon the
effectiveness of this Fifth Amendment, on and after the date hereof each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all
other Loan Documents, are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Loan Documents and all of the Collateral
described therein do and shall continue to secure the payment of all obligations
of the Borrowers under the Credit Agreement, the Notes and the other Loan
Documents, in each case as amended hereby.
(c) The execution, delivery and effectiveness of this Fifth Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
SECTION 5. EXECUTION IN COUNTERPARTS. This Fifth Amendment may be executed
in any number of counterparts and by 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 agreement.
SECTION 6. GOVERNING LAW. This Fifth Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to
be executed as of the date first above written.
THE XXXXX KARAN COMPANY
By: Xxxxx Karan International Inc., a general
partner
By: /s/ XXXXXX X. XXXXXXX
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Title:
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XXXXX KARAN STUDIO
By: Full Requirements Merchandising, Inc., a
general partner
By: /s/ XXXXXX X. XXXXXXX
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Title:
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THE XXXXX KARAN COMPANY STORE, G.P.
By: Xxxxx Karan International Inc., a general
partner
By: /s/ XXXXXX X. XXXXXXX
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Title:
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DK FOOTWEAR PARTNERS
By: Xxxxx Karan International Inc., a general
partner
By: /s/ XXXXXX X. XXXXXXX
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Title:
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CITIBANK, N.A., as Administrative Agent and Lender
By: /s/
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Vice President
THE CHASE MANHATTAN BANK, as Co-Agent
and Lender
By: /s/
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Title:
BANKAMERICA BUSINESS CREDIT, as Co-Agent
and Lender
By: /s/
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Title:
PNC BANK NATIONAL ASSOCIATION
By: /s/
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Title:
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By: /s/
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Title:
NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/
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Title:
XXXXXXX NATIONAL LIFE INSURANCE CO.,
By: PPM FINANCE, INC., its Attorney-in-Fact
By: /s/
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Title:
