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

Summary

This amendment, effective November 7, 2000, is between Congress Financial Corporation and I.C. Isaacs & Company L.P. It modifies their existing financing agreements by waiving a specific default related to the borrower's net worth for a defined period and updates the net worth requirements going forward. The borrower agrees to pay a $15,000 amendment fee. The amendment is only effective if certain conditions are met, including no other defaults. All other terms of the original agreements remain in effect unless specifically changed by this amendment.

EX-10.81 5 a2030328zex-10_81.txt EXHIBIT 10.81 EXHIBIT 10.81 [11/6/00] As of November 7, 2000 Congress Financial Corporation 1133 Avenue of the Americas New York, New York 10036 Re: TWENTIETH AMENDMENT TO FINANCING AGREEMENTS (THIS "AMENDMENT") Ladies and 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"), the Covenant Supplement to Accounts Agreement between Congress and Borrower, dated June 16, 1992, as amended (the "Covenant Supplement"), 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. NET WORTH COVENANT. (a) Subject to the terms and conditions contained herein, Congress hereby waives the Event of Default that has occurred arising under Section 4.12 of the Covenant Supplement as a result of any failure of Borrower to maintain Net Worth in the amounts required thereunder from June 30, 2000 through and including September 30, 2000. (b) Congress has not waived and is not by this Amendment waiving, and has no intention of waiving, any other Event of Default, which may have occurred prior to the date hereof, or may be continuing on the date hereof or any Event of Default which may occur after the date hereof, whether the same or similar to the Events of Default described above or otherwise, other than the Event of Default described in Section 1(a) hereof. Congress reserved the right, in its discretion, to exercise any or all of its rights and remedies arising under the Financing Agreements, applicable law or otherwise as a result of any other Events of Default that may have occurred before the date hereof, or are continuing on the date hereof, or any Event of Default that may occur after the date hereof, whether the same or similar to the Event of Default described above or otherwise, including any Event of Default pursuant to the failure of Borrowers to comply with Section 4.13 of Covenant Supplement at any time after September 30, 2000. (c) Effective as of September 30, 2000, Section 4.13 of the Covenant Supplement is hereby deleted in its entirety and replaced with the following: "4.13 NET WORTH. Borrower shall at all times maintain Net Worth of not less than $24,000,000 from September 30, 2000 through and including December 31, 2000 and at all times thereafter." 2. AMENDMENT FEE. In consideration of the foregoing, Borrower agrees to pay Congress a fee for entering into this Amendment in the amount of $15,000, which shall be fully earned on the date hereof and due and payable on the date of execution hereof. Such fee may be charged by Congress to any loan account of Borrower maintained by Congress under the Financing Agreements. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the continuing representations, warranties and covenants heretofore or hereafter made by Borrower to Congress pursuant to the other Financing Agreements, Borrower hereby represents, warrants and covenants with and to Lender as follows (which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof and shall be incorporated into and made a part of the Financing Agreements): (a) This Amendment and each other agreement or instrument to be executed and delivered by Borrower hereunder have been duly authorized, executed and delivered by all necessary action on the part of Borrower which is a party hereto and thereto and, if necessary, the limited partners of Borrower and/or the stockholders of the General Partner of Borrower, and is in full force and effect as of the date hereof, and the agreements and obligations of Borrower contained herein and therein constitute legal, valid and binding obligations of Borrower enforceable against them in accordance with their terms. (b) All of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each as amended hereby, are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date. (c) As of the date hereof, and after giving effect to the provisions of this Amendment, no Event of Default, and no condition or event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing. -2- 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, after giving effect to the waivers and amendments set forth herein; 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 OF THIS AMENDMENT. Except as expressly provided herein, no other waivers, consents or modifications to the Financing Agreements are intended or implied, and in all other respects, the Financing Agreements are hereby specifically ratified, restated and confirmed by all the parties hereto as of the effective date hereof. To the extent of conflict between the terms of this Amendment and the other Financing Agreements, the terms of this Amendment shall control. 6. FURTHER ASSURANCES. The parties hereto shall execute and deliver such additional documents and take such additional actions as may be necessary to effectuate the provisions and purposes of this Amendment. 7. GOVERNING LAW. The rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance with the laws of the State of New York (without giving effect to principles of conflicts of laws). [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] -3- 8. COUNTERPARTS. This Amendment may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and same agreement. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties thereto. 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/ Robert Strack ________________________________ Title: First Vice President __________________________ CONSENTED TO: /s/ Robert J. Arnot ___________________________________ Robert Arnot /s/ Eugene C. Wielepski ___________________________________ Eugene Wielepski -4-