Amendment Agreement No. 2 to Amended and Restated Credit Agreement among Kasper A.S.L., Ltd., Lenders, The Chase Manhattan Bank, and The CIT Group/Commercial Services, Inc.
Summary
This agreement, dated June 29, 2000, amends certain terms of the existing Credit Agreement between Kasper A.S.L., Ltd. (the borrower), its guarantors, a group of lenders, The Chase Manhattan Bank (as agent), and The CIT Group/Commercial Services, Inc. (as collateral monitor). The amendment changes specific financial terms, ratios, and dates in the original agreement. It becomes effective once all parties sign and certain conditions are met, including payment of legal fees and confirmation that no default exists. All other terms of the original Credit Agreement remain in effect.
EX-10.1 2 0002.txt Exhibit 10.1 AMENDMENT AGREEMENT NO. 2 AMENDMENT AGREEMENT NO. 2, dated June 29, 2000 (this "Agreement"), to the Amended and Restated Credit Agreement dated as of July 9, 1999 (as amended, restated or modified from time to time, the "Credit Agreement"), among KASPER A.S.L., LTD., a Delaware corporation (the "Borrower"), the Guarantors named therein, the financial institutions from time to time party thereto (collectively, the "Lenders"), THE CHASE MANHATTAN BANK, as administrative and collateral agent for the Lenders (in such capacity, the "Agent") and THE CIT GROUP/COMMERCIAL SERVICES, INC., as collateral monitor (in such capacity, the "Collateral Monitor"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. WHEREAS, the Borrower has requested that the Lenders agree to amend certain terms and provisions of the Credit Agreement; WHEREAS, the Lenders party hereto, Borrower and Guarantors have agreed to amend the Credit Agreement as described herein; NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the fulfillment of the conditions set forth below, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO CREDIT AGREEMENT Upon the fulfillment of the conditions set forth in Section 3 below the Credit Agreement is hereby amended as follows: 1.1 Section 7.07 of the Credit Agreement is hereby amended by deleting the amount "$7,504,000" appearing in such section and substituting therefor the amount "$9,000,000". 1.2 Section 7.08 of the Credit Agreement is hereby amended by deleting the percentage "62%" appearing opposite the date June 30, 2000 in such section and substituting the percentage "65%" therefor. 1.3 Section 7.09 of the Credit Agreement is hereby amended by deleting the ratios "0.95:1.00" and "1.20:1.00" appearing opposite the dates "June 30, 2000" and "September 30, 2000", respectively, and substituting therefor the ratios "0.80:1.00" and "1.05:1.00", respectively. 1.4 Section 7.10 of the Credit Agreement is hereby amended by deleting the dates "June 30, 2000" and "July 1, 2000" appearing therein and substituting the dates "August 31, 2000" and "September 1, 2000" therefor, respectively. 1.5 Exhibit A of the Credit Agreement is hereby amended by deleting the amounts "$43,000", "$45,000" and "$45,000" appearing below the dates "Jun `00", "Jul '00" and "Aug '00" and, in each case, substituting the amount "$48,000" therefor (for purposes of clarity, in accordance with Exhibit A, the foregoing amounts represent $43,000,000, $45,000,000 and $48,000,000, respectively). SECTION 2. CONFIRMATION OF LOAN DOCUMENTS 2.1 Each Loan Party, by its execution and delivery of this Agreement, irrevocably and unconditionally ratifies and confirms in favor of the Agent that it consents to the terms and conditions of the Credit Agreement as it has been amended by this Agreement and that notwithstanding this Agreement, each Loan Document to which such Loan Party is a party shall continue in full force and effect in accordance with its terms, as it has been amended by this Agreement, and is and shall continue to be applicable to all of the Obligations. SECTION 3. CONDITIONS PRECEDENT This Agreement shall become effective upon the execution and delivery to the Agent of counterparts hereof by the Borrower, each Guarantor and the Lenders constituting Required Lenders and the fulfillment of the following conditions: 3.1 The Agent shall have received an executed copy of the fee agreement, dated the date hereof, between the Agent and the Borrower. 3.2 Messrs. Kaye, Scholer, Fierman, Hays & Handler, LLP, counsel to the Agent, shall have received payment in full for all legal fees charged, and all costs and expenses incurred and invoiced, by such counsel through the date hereof and all legal fees charged, and all costs and expenses incurred, by such counsel in connection with the transactions contemplated under this Agreement and the other Loan Documents and instruments in connection herewith and therewith. 3.3 All legal matters in connection with this Agreement shall be satisfactory to the Agent and its counsel in their sole discretion. 3.4 The Agent shall have received a certificate signed by a Financial Officer of the Borrower and each Guarantor that (i) both before and after giving effect to this Agreement all representations and warranties contained in this Agreement and the Credit Agreement shall be true and correct and (ii) both before and after giving effect to the transactions contemplated herein there exists no Default or Event of Default. 3.5 The Agent shall have received such other documents as the Agent or Agent's counsel shall reasonably deem necessary. 2 SECTION 4. MISCELLANEOUS 4.1 The Borrower and each Guarantor reaffirms and restates the representations and warranties set forth in Article IV of the Credit Agreement, and both before and after giving effect to this Agreement, and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as if made on such date. Each Loan Party represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Agent that: (a) It has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement hereby and has taken or caused to be taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (b) No consent of any other person (including, without limitation, shareholders or creditors of any Loan Party), and no action of, or filing with any governmental or public body or authority is required to authorize, or is otherwise required in connection with the execution, delivery and performance of this Agreement; (c) This Agreement has been duly executed and delivered on behalf of each Loan Party by a duly authorized officer, and constitutes a legal, valid and binding obligation of each Loan Party enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally and the exercise of judicial discretion in accordance with general principles of equity; and (d) The execution, delivery and performance of this Agreement will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default under any contractual obligation of any Loan Party. 4.2 Except, as herein expressly amended, the Credit Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms. 4.3 All references to the Credit Agreement in the Credit Agreement and the other Loan Documents and the other documents and instruments delivered pursuant to or in connection therewith shall mean the Credit Agreement as amended hereby and as may in the future be amended, restated, supplemented or modified from time to time. 4.4 This Agreement may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. 3 4.5 Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. 4.6 THIS AGREEMENT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. 4.7 The parties hereto shall, at any time and from time to time following the execution of this Agreement, execute and deliver all such further instruments and take all such further actions as may be reasonably necessary or appropriate in order to carry out the provisions of this Agreement. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] 4 IN WITNESS WHEREOF, the Borrower, Guarantors, the Agent, the Collateral Monitor and the Required Lenders have caused this Amendment Agreement No. 2 to be duly executed by their respective authorized officers as of the day and year first above written. KASPER A.S.L., LTD., as Borrower By: /s/ Lester E. Schreiber ---------------------------------- Name: Lester E. Schreiber Title: Chief Operating Officer and Secretary A.S.L. RETAIL OUTLETS, INC., as a Guarantor By: /s/ Lester E. Schreiber ---------------------------------- Name: Lester E. Schreiber Title: Vice President and Secretary ASL/K LICENSING CORP., as a Guarantor By: /s/ Lester E. Schreiber ---------------------------------- Name: Lester E. Schreiber Title: Vice President and Secretary KASPER A.S.L. EUROPE, LTD., as a Guarantor By: /s/ Lester E. Schreiber ---------------------------------- Name: Lester E. Schreiber Title: Senior Vice President and Treasurer KASPER HOLDINGS INC., as a Guarantor By: /s/ Lester E. Schreiber ---------------------------------- Name: Lester E. Schreiber Title: Secretary and Treasurer 5 AKC ACQUISITION, LTD., as a Guarantor By: /s/ Lester E. Schreiber ---------------------------------- Name: Lester E. Schreiber Title: Treasurer LION LICENSING, LTD., as a Guarantor By: /s/ Lester E. Schreiber ---------------------------------- Name: Lester E. Schreiber Title: Treasurer ASIA EXPERT LIMITED, as a Guarantor By: /s/ Lester E. Schreiber ---------------------------------- Name: Lester E. Schreiber Title: Vice President and Secretary TOMWELL LIMITED, as a Guarantor By: /s/ Lester E. Schreiber ---------------------------------- Name: Lester E. Schreiber Title: Vice President and Secretary VIEWMON LIMITED, as a Guarantor By: /s/ Lester E. Schreiber ---------------------------------- Name: Lester E. Schreiber Title: Vice President and Secretary THE CHASE MANHATTAN BANK, as Lender By: /s/ George E. Neuman ------------------------------- Name: George E. Neuman Title: Vice President 6 THE CHASE MANHATTAN BANK, as Agent By: /s/ George E. Neuman ------------------------------- Name: George E. Neuman Title: Vice President THE CIT GROUP/COMMERCIAL SERVICES, INC., as Lender By: /s/ Deborah Rogut ------------------------------- Name: Deborah Rogut Title: Vice President THE CIT GROUP/COMMERCIAL SERVICES, INC., as Collateral Monitor By: /s/ Deborah Rogut ------------------------------- Name: Deborah Rogut Title: Vice President LASALLE BANK, N.A., as Lender By: /s/ Natalie Petrie ------------------------------- Name: Natalie Petrie Title: Commercial Banking Officer FLEET CAPITAL CORPORATION, as Lender By: /s/ Frank J. Galle ------------------------------- Name: Frank J. Galle Title: Senior Vice President FINOVA CAPITAL CORPORATION, as Lender By: /s/ G. C. Wordell ---------------------------------- Name: G. C. Wordell Title: Authorized Signer 7 ISRAEL DISCOUNT BANK OF NEW YORK, as Lender By: /s/ Matilde Reyes By: /s/ Howard Weinberg --------------------- --------------------------- Name: Matilde Reyes Name: Howard Weinberg Title: Vice President Title: First Vice President PNC BANK, NATIONAL ASSOCIATION, as Lender By: /s/ Rose M. Crump --------------------- Name: Rose M. Crump Title: Vice President DEBIS FINANCIAL SERVICES, INC., as Lender By: /s/ James M. Vandervalk ------------------------------ Name: James M. Vandervalk Title: President, ABL Division BANK LEUMI USA, as Lender By: /s/ Steven Farron --------------------- Name: Steven Farron Title: Vice President
