FIRST AMENDMENT TO LINE OF CREDIT NOTE
Exhibit 10.3
FIRST AMENDMENT TO LINE OF CREDIT NOTE
THIS FIRST AMENDMENT TO LINE OF CREDIT NOTE (this “Amendment”) dated as of January 10, 2014, is by and between Cherokee Inc., a Delaware corporation (the “Borrower”), and JPMorgan Chase Bank, N.A. (the “Lender”).
In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
W I T N E S S E T H:
WHEREAS, the Borrower has heretofore issued in favor of Lender that certain Line of Credit Note dated as of September 4, 2012 (the “Line of Credit Note”) in connection with “Facility A” under the Credit Agreement entered into between the Borrower and the Lender as of September 4, 2012 and as further amended as of January 31, 2013 and concurrently herewith;
WHEREAS, the Borrower and the Lender have agreed to certain changes to the pricing and payments of Advances under Facility A; and
WHEREAS, the parties desire to amend the Line of Credit Note to put such changes into effect.
NOW, THEREFORE, in consideration of the agreements contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms. Capitalized terms used, but not defined herein shall have the meanings assigned to them in the Line of Credit Note, as amended by this Amendment.
ARTICLE II
AMENDMENTS
SECTION 2.1. The Line of Credit Note is hereby amended by replacing the definition of “Applicable Margin” in its entirety as follows:
““Applicable Margin” means, on any day, (i) with respect to any CB Floating Rate Advance, (a) 0.00% per annum if the Senior Funded Debt Ratio is less than or equal to 2.00 to 1.00 or (b) 0.25% per annum if the Senior Funded Debt Ratio is 2.01 to 1.00 or greater; and (ii) with respect to any LIBOR Rate Advance, (a) 2.25% per annum if the Senior Funded Debt Ratio is less than or equal to 2.00 to 1.00 or (b) 2.50% per annum if the Senior Funded Debt Ratio is 2.01 to 1.00 or greater.”
SECTION 2.2 The Line of Credit Note is hereby amended by inserting a new definition in the appropriate alphabetical order as follows:
““Senior Funded Debt Ratio” has the meaning provided in the Credit Agreement.”
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.1 Ratification of and References to the Promissory Note. This Amendment shall be deemed to be an amendment to the Line of Credit Note, and the Line of Credit Note, as amended hereby, shall continue in full force and effect and is hereby ratified, reaffirmed, approved and confirmed in each and every respect. All references to the Line of Credit Note in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Line of Credit Note as amended hereby.
SECTION 3.2 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provision in any other jurisdiction.
SECTION 3.3 Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.
SECTION 3.4 Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement.
SECTION 3.5 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.
SECTION 3.6 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns.
[Signature page follows]
IN WITNESS WHEREOF, the Borrower has executed this Amendment on the date first above written.
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BORROWER | |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: COO |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: CFO |