FOURTH AMENDMENT TO CREDIT AGREEMENT
FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of March
1, 1995 (this "Amendment"), to the Revolving Credit, Factoring and
Security Agreement, dated as of September 20, 1993, as amended by
letter agreement Re: Amendment to Credit Agreement with respect to
the Mississippi Property, dated June 14, 1994 (the "First
Amendment") and by letter agreement Re: Amendment to Credit
Agreement with respect to Additional Guarantors, dated August 24,
1994 (the "Second Amendment") and by the Third Amendment to Credit
Agreement, dated as of February 25, 1995 (the "Third Amendment")
(as so amended, and as further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), between THE
CIT GROUP/COMMERCIAL SERVICES, INC. ("Lender") and SALANT
CORPORATION ("Borrower").
W I T N E S S E T H :
WHEREAS, Lender and Borrower are parties to the Credit
Agreement;
WHEREAS, Lender and Borrower entered into the Third
Amendment;
WHEREAS, Lender and Borrower have agreed that the
Effective Date, as defined below, with respect to certain
modifications to the Credit Agreement as set forth in the Third
Amendment shall be delayed;
NOW, THEREFORE, in consideration of the premises, the
parties hereto hereby agree, effective as of the Effective Date, as
defined below, as follows:
1. Defined Terms. Initially capitalized terms used and
not otherwise defined herein shall have their respective meanings
as defined in the Credit Agreement.
2. Amendment of Sections 1.8, 1.58, 3.1(a)(i), 3.6(d)
and 3.6(i). Notwithstanding anything to the contrary contained
in paragraph 21 of the Third Amendment, the Effective Date solely
with respect to paragraphs 2, 5, 7, 11 and 12 (the "Factoring
Sections") shall be delayed until April 3, 1995, at which time the
Factoring Sections shall become effective.
3. Continuing Effect of Credit Agreement. This
Amendment shall not constitute a waiver or amendment of any
provision of the Credit Agreement not expressly referred to herein
and shall not be construed as a consent to any further or future
action on the part of Borrower that would require consent of
Lender. Except as expressly amended, the provisions of the Credit
Agreement and the Third Amendment are and shall remain in full
force and effect.
4. Counterparts. This Amendment may be executed in
counterparts, and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.
5. Governing Law. This Amendment shall be governed by,
and construed and interpreted in accordance with, the laws of the
state of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered in New York, New York
by their proper and duly authorized officers as of the day and year
first above written.
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By:
Title:
SALANT CORPORATION
By:
Title:
CONSENT OF GUARANTORS
Each of the undersigned, CLANTEXPORT, INC., DENTON MILLS,
FROST BROS. ENTERPRISES, INC., SLT SOURCING, INC., VERA LICENSING,
INC., SALANT CANADA INC. and J.J. FARMER CLOTHING INC., each a
Guarantor under its respective Guarantee, each dated as of
September 20, 1993 (individually, its "Guarantee"), made in favor
of The CIT Group/Commercial Services, Inc. ("Lender") pursuant to
the Credit Agreement as defined in the Fourth Amendment to Credit
Agreement, dated as of March 1, 1995 between Lender and Salant
Corporation (the "Amendment"), to which this Consent is attached,
hereby consents to the Amendment and the matters contemplated
thereby, and hereby confirms and agrees that its Guarantee is, and
shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects except that, on or after the
effective date of the Amendment, each reference in its Guarantee to
"the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended by the Amendment.
IN WITNESS WHEREOF, each of the undersigned has caused
this Consent of Guarantors to be duly executed and delivered by its
authorized officer as of the 1st day of March, 1995.
CLANTEXPORT, INC. FROST BROS. ENTERPRISES, INC.
By: By:
Title: Title:
DENTON MILLS, INC. SLT SOURCING, INC.
By: By:
Title: Title:
VERA LICENSING, INC. SALANT CANADA, INC.
By: By:
Title: Title:
J.J. FARMER CLOTHING, INC.
By:
Title: