AMENDMENT NO. 9 TO THE FIFTH
AMENDED AND RESTATED LOAN AGREEMENT
THIS AMENDMENT NO. 9 TO THE FIFTH AMENDED AND RESTATED LOAN
AGREEMENT, dated as of May 31, 2001 (this "Amendment"), by and among G-III
LEATHER FASHIONS, INC., a New York corporation (the "Borrower"), the Lenders
that have executed the signature pages hereto (individually, a "Lender" and
collectively, the "Lenders"), and FLEET NATIONAL BANK, (FORMERLY KNOWN AS FLEET
BANK, N.A.) a national banking association as agent for the Lenders (in such
capacity, together with its successors in such capacity, the "Agent"),
W I T N E S S E T H:
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WHEREAS:
A. The Borrower, the Lenders and the Agent are parties to the
Fifth Amended and Restated Loan Agreement, dated as of May 31, 1999, as further
amended hereby (as it may be further amended, modified and supplemented
from time to time, the "Loan Agreement"); and
B. The Agent and Lenders would like to add license
agreements of the Borrower to the calculation of the Borrowing Base;
C. The parties hereto wish to amend the Loan Agreement as
hereinafter provided;
D. Each capitalized term used but not otherwise defined herein
shall have the meaning ascribed thereto in the Loan Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENT TO LOAN AGREEMENT.
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1.1 This Amendment shall be deemed to be a ninth
amendment to the Fifth Amended and Restated Loan Agreement and shall not be
construed in any way as a replacement or substitution therefor. All of the terms
and conditions of, and terms defined in, this Amendment are hereby incorporated
by reference into the Loan Agreement as if such terms and provisions were set
forth in full therein.
1.2 The definition of "Eligible Inventory" in Article 1
of the Loan Agreement shall be amended by deleting the phrase in subparagraph
(x) in its entirety and replacing it with the following:
"includes Inventory subject to a license agreement which was
assigned to Agent on behalf of the Lenders and the value of which, when
attributed to any determination of Borrowing Base on or prior to July 22, 2001,
does not exceed $10,200,000;"
1.3 The definition of "Inventory" in Article 1 of the
Loan Agreement shall be amended by inserting the phrase, "licenses as listed on
Schedule 1 hereto which may be amended from time to time, after "supplies" and
before "packaging".
1.4 The definition of "Overadvance" in Article 1 of the
Loan Agreement shall be amended by inserting the following sentence as the final
sentence of such definition:
"Notwithstanding the foregoing, upon and after July 22, 2001,
the applicable Overadvance amount and all subsequent
Overadvance amounts shall be reduced by an amount equal to 50%
of the Eligible Inventory attributable to the licenses as
listed on Schedule 1 hereto, which may be amended from time to
time."
1.5 The Loan Agreement, the Loan Documents and all
agreements, instruments and documents executed and delivered in connection with
any of the foregoing, shall each be deemed to be amended hereby to the extent
necessary, if any, to give effect to the provisions of this Amendment. Except as
so amended hereby, the Loan Agreement and the Loan Documents shall remain in
full force and effect in accordance with their respective terms.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
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A. The Borrower hereby represents and warrants to the
Agent and the Lenders that:
2.1 After giving effect to the amendment of the Loan
Agreement pursuant to this Amendment: (i) each of the representations and
warranties set forth in Article 3 of the Loan Agreement is true and correct in
all respects as if made on the date hereof, and (ii) there exists no Default or
Event of Default under the Loan Agreement after giving effect to this Amendment.
2.2 The Borrower has full corporate power and authority
to execute and deliver this Amendment and to perform the obligations on its part
to be performed thereunder and under the Loan Agreement as amended hereby.
SECTION 3. CONDITIONS PRECEDENT TO AMENDMENTS.
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The effectiveness of the amendments contained in Section 1 of
this Amendment, are each and all subject to the satisfaction, in form and
substance satisfactory to the Agent, of each of the following conditions
precedent:
3.1 The Borrower, shall have duly executed and delivered
this Amendment.
3.2 Borrower shall provide Agent with a copy of executed
consents to license agreements between Borrower and parties listed on Schedule 1
hereto.
3.3 The representations and warranties set forth in
Section 2 hereof shall be true, correct and complete on and as of the closing
date of this Amendment as though made on such date.
3.4 Each of the conditions precedent set forth in
Section 4.1 and Section 4.2 of the Loan Agreement shall have been satisfied or
waived in accordance with the terms of the Loan Agreement.
3.5 The Agent shall have received such approvals,
opinions or documents as any Lender through the Agent may reasonably request,
the Borrower and the Guarantors shall have taken all such other actions as any
Lender through the Agent may reasonably request, and all legal matters incident
to the foregoing shall be satisfactory to the Agent.
SECTION 4. REFERENCE TO AND EFFECT UPON THE LOAN
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AGREEMENT AND OTHER LOAN DOCUMENTS.
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4.1 Except as specifically amended in Section 1 above,
the Loan Agreement and each of the other Loan Documents shall remain in full
force and effect and each is hereby ratified and confirmed.
4.2 The execution, delivery and effect of this Amendment
shall be limited precisely as written and shall not be deemed to (i) be a
consent to any waiver of any term or condition or to any amendment or
modification of any term or condition of the Loan Agreement or any other Loan
Document, except, upon the effectiveness, if any, of this Amendment, as
specifically amended in Section 1 above, or (ii) prejudice any right, power or
remedy which the Agent or any Lender now has or may have in the future under or
in connection with the Loan Agreement or any other Loan Document. Upon the
effectiveness of this Amendment, each reference in the Loan Agreement to "this
Agreement", "hereunder", "hereof", "herein" or any other word or words of
similar import shall mean and be a reference to the Loan Agreement as amended
hereby, and each reference in any other Loan Document to the Loan Agreement or
any word or words of similar import shall mean and be a reference to the Loan
Agreement as amended hereby.
SECTION 5. MISCELLANEOUS
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5.1 This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.
5.2 The Borrower shall pay on demand all reasonable
fees, costs and expenses incurred by Agent in connection with the preparation,
execution and delivery of this Amendment (including, without limitation, all
reasonable attorneys' fees).
5.3 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF
LAW PROVISIONS) OF THE STATE OF NEW YORK.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed on the date first above written.
G-III LEATHER FASHIONS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Chief Financial Officer
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FLEET NATIONAL BANK, AS LENDER
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Title: Vice President
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THE CHASE MANHATTAN BANK,
AS LENDER
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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THE CIT GROUP/COMMERCIAL
SERVICES, NC., AS LENDER
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
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ISRAEL DISCOUNT BANK OF NEW YORK
AS LENDER
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
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By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: First Vice President
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FLEET NATIONAL BANK., AS AGENT
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Title: Vice President
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Schedule A
SCHEDULE A
TO THE ASSIGNMENT AGREEMENT
TOTAL COMMITMENTS
--------------------- ------------------- ------------------ ----------------- ------------------ ------------------ -----------
Commitments for Commitments for Commitments for Commitments for Commitments for % of
Bank closing through 5/1/01 through 6/16/01 through 9/16/01 through 11/01/01 through Commitments
4/30/01; and 6/15/01 9/15/01 10/31/01 11/23/01
11/24/01 through
Commitment
Termination Date
--------------------- ------------------- ------------------ ----------------- ------------------ ------------------ -----------
Fleet $11,026,654.41 $15,927,389.71 $20,828,125.00 $18,377,757.35 $13,477,022.06 24.50%
--------------------- ------------------- ------------------ ----------------- ------------------ ------------------ -----------
Chase Manhattan 9,393,075.85 13,567,776.23 17,742,476.61 15,655,126.42 11,480,426.04 20.87%
--------------------- ------------------- ------------------ ----------------- ------------------ ------------------ -----------
CIT Group 8,984,681.50 12,977,873.28 16,971,065.06 14,974,469.17 10,981,277.39 19.97%
--------------------- ------------------- ------------------ ----------------- ------------------ ------------------ -----------
IDB 4,742,647.06 6,850,490.20 8,958,333.33 7,904,411.76 5,796,568.63 10.54%
--------------------- ------------------- ------------------ ----------------- ------------------ ------------------ -----------
HSBC 6,882,352.94 9,941,176.47 13,000,000.00 11,470,588.24 8,411,764.71 15.29%
--------------------- ------------------- ------------------ ----------------- ------------------ ------------------ -----------
Bank Leumi 3,970,588.24 5,735,294.12 7,500,000.00 6,617,647.06 4,852,941.18 8.82%
--------------------- ------------------- ------------------ ----------------- ------------------ ------------------ -----------
TOTAL 45,000,000.00 65,000,000.00 85,000,000.00 75,000,000.00 55,000,000.00
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