Nineteenth Amendment to Financing Agreements between Congress Financial Corporation and I.C. Isaacs & Company L.P.

Summary

This amendment, dated June 23, 2000, is between Congress Financial Corporation and I.C. Isaacs & Company L.P. It modifies their existing financing agreements to allow I.C. Isaacs to request supplemental loans of up to $450,000, in addition to existing credit, until August 30, 2000. These loans are secured by collateral and must be repaid on demand or by August 31, 2000. The amendment is effective only if certain conditions are met, including no defaults. I.C. Isaacs agrees to pay a $10,000 amendment fee.

EX-10.80 4 a2030328zex-10_80.txt EXHIBIT 10.80 EXHIBIT 10.80 June 23, 2000 Congress Financial Corporation 1133 Avenue of the Americas New York, New York 10036 Re: NINETEENTH AMENDMENT TO FINANCING AGREEMENTS Gentlemen: Reference is made to the Accounts Financing Agreement [Security Agreement] between Congress Financial Corporation ("Congress") and I.C. Isaacs & Company L.P. ("Borrower") dated as of June 16, 1992, as amended (the "Accounts Agreement") and all supplements thereto, and all other agreements, documents and instruments related thereto and executed in connection therewith (collectively, all of the foregoing, as the same now exist or may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the "Financing Agreements"). Capitalized terms used herein, unless otherwise defined herein, shall have the meaning set forth in the Financing Agreements. Borrower has requested certain modifications to the Financing Agreements and Congress is willing to agree to such modifications, subject to the terms and conditions set forth herein. In consideration of the foregoing, and the mutual agreements and covenants contained herein and for other good and valuable consideration, Borrower and Congress hereby agree as follows: 1. DEFINITIONS. For purposes of this Amendment, unless otherwise defined herein, all terms used herein, including, but not limited to, those terms used and/or defined in the recitals hereto, shall have the respective meanings assigned to such terms in the other Financing Agreements. 2. SUPPLEMENTAL LOANS. (a) In addition to the loans and advances which may be made by Congress to Borrower pursuant to the lending formulas set forth in the Financing Agreements, upon the request of Borrower made at any time and from time to time during the period from the date hereof to August 30, 2000, Congress shall, subject to the terms and conditions contained in the Financing Agreements, make supplemental loans to Borrower in such amounts from time to time as Congress shall in good faith determine, in its discretion, of up to $450,000 in excess of the amounts otherwise available to Borrower under the lending formulas set forth in the Financing Agreements, as calculated by Congress (the "Supplemental Loans"). (b) The Supplemental Loans shall be secured by all Collateral and shall be payable ON DEMAND. In any event, unless sooner demanded by Congress, all outstanding and unpaid obligations arising pursuant to the Supplemental Loans (including, but not limited to, principal, interest, fees, costs and expenses) shall automatically, without notice or demand, be absolutely and unconditionally due and payable in cash or other immediately available funds on August 31, 2000. (c) Notwithstanding the foregoing, the outstanding balance of the Supplemental Loans at any time shall not exceed five (5%) percent of the lower of cost or market value of Eligible Inventory at such time. 3. AMENDMENT FEE. In consideration of the foregoing, Borrower agrees to pay Lender an amendment fee of $10,000, which shall be fully earned on the date herof and due and payable on the date of execution hereof. Such fee may be charged by Lender to the Loan account of Borrower maintained by Lender. 4. CONDITIONS PRECEDENT. The effectiveness of the amendments to the Financing Agreements provided for herein shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Congress: (a) no Event of Default shall have occurred and be continuing and no event shall have occurred or condition be existing and continuing which, with notice or passage of time or both, would constitute an Event of Default; and (b) Congress shall have received, in form and substance satisfactory to Congress, an original of this Amendment, duly authorized, executed and delivered by Borrower, Robert Arnot and Eugene Wielepski. 5. EFFECT AND ENTIRETY OF THIS AGREEMENT. Except as specifically modified pursuant hereto, no other exchanges or modifications to the Financing Agreements are intended or implied and, in all other respects, the Financing Agreements are hereby ratified and confirmed by the parties hereto as of the date hereof. This Amendment represents and incorporates the entire understanding and agreements of the parties with respect to the matters set forth herein and the parties hereto agree that there are no representations, warranties, covenants or understandings of any kind, nature or description whatsoever made by Congress to Borrower with respect to this Amendment, except as specifically set forth herein. This Amendment represents the final agreement between the parties as to the subject matter hereof and may not be contradicted by evidence or prior, contemporaneous or subsequent oral agreements of the parties. 6. WAIVER, MODIFICATION, ETC. No provision or term hereof may be modified, altered, waived, discharged or terminated orally, but only by an instrument in writing executed by the party against whom such modification, alteration, waiver, discharge or termination is sought. 7. FURTHER ASSURANCES. The parties hereto shall execute and deliver such additional documents and take such additional action as may be necessary to effectuate the provisions and purposes of this Amendment. -2- 8. COUNTERPARTS. This Amendment may be executed in one or more counterparts which, taken together, shall constitute the agreement of the parties. Very truly yours, I.C. ISAACS & COMPANY, L.P. By: I.C. ISAACS & COMPANY, INC. By: /s/ Robert J. Arnot __________________________________ Title: Chairman and CEO _______________________________ Agreed and Accepted: CONGRESS FINANCIAL CORPORATION By: /s/ Thomas Martin ________________________________ Title: Asst. Vice President ____________________________ CONSENTED TO: /S/ Robert J. Arnot ___________________________________ Robert Arnot /S/ Eugene C. Wielepski ___________________________________ Eugene Wielepski -3-