Amendment No. 11 to Amended and Restated Credit Agreement among Finlay Enterprises, Inc., Finlay Fine Jewelry Corporation, Lenders, and GE Capital
Summary
This amendment updates the terms of an existing credit agreement between Finlay Enterprises, Inc., Finlay Fine Jewelry Corporation, several lenders, and General Electric Capital Corporation as agent. The amendment changes certain financial limits and conditions in the original agreement, effective January 31, 2002, provided all parties sign. The companies confirm their authority to enter into this amendment and that no defaults exist. The agreement remains in effect as amended, and the companies agree to cover related legal costs. The amendment is governed by New York law.
EX-10.15L 8 d50440_ex10-15l.txt AMENDMENT NO. 11 TO AMENDED RESOLVING CREDIT AGMT Exhibit 10.15(l) EXECUTION COPY AMENDMENT No. 11 AMENDMENT AGREEMENT No. 11 (this "Amendment") dated as of January 31, 2002 among FINLAY ENTERPRISES, INC., a Delaware corporation (the "Parent"), FINLAY FINE JEWELRY CORPORATION, a Delaware corporation (the "Company"), the lenders named herein and signatory hereto (the "Lenders") and GENERAL ELECTRIC CAPITAL CORPORATION, as agent (the "Agent"), for the Lenders. W I T N E S S E T H: WHEREAS, the Parent, the Company, the Lenders and the Agent are parties to an Amended and Restated Credit Agreement dated as of September 11, 1997 (as heretofore and hereafter amended, modified or supplemented from time to time in accordance with its terms, the "Credit Agreement"); and WHEREAS, subject to the terms and conditions contained herein the parties hereto desire to amend certain provisions of the Credit Agreement; NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and subject to the fulfillment of the conditions set forth below, the parties hereto agree as follows: 1. Defined Terms. Unless otherwise specifically defined herein, all capitalized terms used herein shall have the respective meanings ascribed to such terms in the Credit Agreement. 2. Amendment to Credit Agreement. As of the Effective Date (as defined herein), the table set forth in Section 8.17(c) of the Credit Agreement is hereby amended by (i) deleting the last row thereof containing the entries "January 31, 2002 and each Fiscal Quarter thereafter" and "87,000,000" and (ii) appending the following rows thereto: "January 31, 2002 $71,000,000 April 30, 2002 $70,000,000 July 31, 2002 $70,000,000 October 31, 2002 $70,000,000 January 31, 2003 and each Fiscal $72,000,000" Quarter thereafter 3. Representations and Warranties. Each of the Parent and the Company represents and warrants as follows (which representations and warranties shall survive the execution and delivery of this Amendment): (a) Each of the Parent and the Company has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by the Parent and the Company and the acknowledgement attached hereto has been duly executed and delivered by each Subsidiary. This Amendment and the Credit Agreement as amended hereby constitute the legal, valid and binding obligation of the Parent and the Company, enforceable against them in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equity principles. (c) No consent or approval of any person, firm, corporation or entity, and no consent, license, approval or authorization of any governmental authority is or will be required in connection with the execution, delivery, performance, validity or enforcement of this Amendment other than any such consent, approval, license or authorization which has been obtained and remains in full force and effect or where the failure to obtain such consent, approval, license or authorization would not result in a Material Adverse Effect. (d) After giving effect to this Amendment, each of the Company and the Parent is in compliance with all of the various covenants and agreements set forth in the Credit Agreement and each of the other Loan Documents. (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) All representations and warranties contained in the Credit Agreement and each of the other Loan Documents are true and correct in all material respects as of the date hereof, except to the extent that any representation or warranty relates to a specified date, in which case such are true and correct in all material respects as of the specific date to which such representations and warranties relate. 4. Effective Date. The amendment to the Credit Agreement contained herein shall become effective as of January 31, 2002 only at such time as (i) this Amendment has been duly executed and delivered by the Company, the Parent and the Majority Lenders and (ii) the acknowledgement attached hereto has been executed and delivered by each of the Subsidiaries. Upon the satisfaction of the conditions contained in the foregoing clauses (i) and (ii), January 31, 2002 shall be the "Effective Date". 5. Expenses. The Company agrees to pay on demand all costs and expenses, including reasonable attorneys' fees, of the Agent incurred in connection with this Amendment. 6. Continued Effectiveness. The term "Agreement", "hereof", "herein" and similar terms as used in the Credit Agreement, and references in the other Loan Documents to the Credit Agreement, shall mean and refer to, from and after the Effective Date, the Credit Agreement as amended by this Amendment. Each of the Company and the Parent hereby agrees that all of the covenants and agreements contained in the Credit Agreement and the Loan Documents are hereby ratified and confirmed in all respects. 2 7. Counterparts. This Amendment may be executed in counterparts, each of which shall be an original, and all of which, taken together, shall constitute a single instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflict of laws provisions thereof. * * * 3 IN WITNESS WHEREOF the parties hereto have caused this Amendment No. 11 to be duly executed by their respective officers as of the date first written above. FINLAY ENTERPRISES, INC. By: /s/ Bruce Zurlnick ------------------------------------- Name: Bruce Zurlnick Title: Senior Vice President, Treasurer and Chief Financial Officer FINLAY FINE JEWELRY CORPORATION By: /s/ Bruce Zurlnick ------------------------------------- Name: Bruce Zurlnick Title: Senior Vice President, Treasurer and Chief Financial Officer GENERAL ELECTRIC CAPITAL CORPORATION, Individually and as Agent By: /s/ Charles Chiodo ------------------------------------- Name: Charles Chiodo Title: Duly Authorized Signatory FLEET PRECIOUS METALS INC. By: /s/ Peter J. DiFilippo ------------------------------------- Name: Peter J. DiFilippo Title: Vice President By: /s/ Louis P. Massa ------------------------------------- Name: Louis P. Massa Title: Vice President J.P. MORGAN CHASE BANK By: /s/ Irene Spector ------------------------------------- Name: Irene Spector Title: Vice President Signature Page 1 of 3 to Amendment No. 11 GOLDMAN SACHS CREDIT PARTNERS L.P. By: /s/ Elizabeth Fischer ------------------------------------- Name: Elizabeth Fischer Title: Authorized Signatory ABN AMRO BANK N.V. By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: BANK LEUMI By: /s/ David Selove ------------------------------------- Name: Davis Selove Title: Vice President By: /s/ Risa Gosset ------------------------------------- Name: Risa Gosset Title: Assistant Vice President TRANSAMERICA BUSINESS CREDIT CORPORATION By: ------------------------------------- Name: Title: Signature Page 2 of 3 to Amendment No. 11 Each of the Guarantors, by signing below, confirms in favor of the Agent and the Lenders that it consents to the terms and conditions of the foregoing Amendment No. 11 to the Amended and Restated Credit Agreement and agrees that it has no defense, offset, claim, counterclaim or recoupment with respect to any of its obligations or liabilities under its respective Guaranty and that all terms of such Guaranty shall continue in full force and effect, subject to the terms thereof. FINLAY JEWELRY, INC. By: /s/ Bruce Zurlnick --------------------------------------- Name: Bruce Zurlnick Title: Senior Vice President, Treasurer and Chief Financial Officer SONAB HOLDINGS, INC. By: /s/ Bruce Zurlnick --------------------------------------- Name: Bruce Zurlnick Title: Senior Vice President, Treasurer and Chief Financial Officer SONAB INTERNATIONAL, INC. By: /s/ Bruce Zurlnick --------------------------------------- Name: Bruce Zurlnick Title: Senior Vice President, Treasurer and Chief Financial Officer SOCIETE NOUVELLE D'ACHAT DE BIJOUTERIE - S.O.N.A.B. By: /s/ Bruce Zurlnick --------------------------------------- Name: Bruce Zurlnick Title: Authorized Signatory FINLAY MERCHANDISING & BUYING, INC. By: /s/ Bruce Zurlnick --------------------------------------- Name: Bruce Zurlnick Title: Senior Vice President, Treasurer and Chief Financial Officer Signature Page 3 of 3 to Amendment No. 11
