EXHIBIT 10.79
EIGHTEENTH AMENDMENT TO FINANCING AGREEMENTS
Dated: As of May 30, 2000
Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036
Gentlemen:
Congress Financial Corporation ("Lender") and I.C. Isaacs & Company,
L.P. ("Borrower") have entered into certain financing arrangements pursuant to
the Accounts Receivable Financing Agreement [Security Agreement], dated June 16,
1992, by and between Lender and Borrower, (as amended, the "Accounts
Agreement"), the Covenant Supplement to Accounts Agreement between Lender and
Borrower, dated June 16, 1992 (as amended, the "Covenant Supplement") and all
other agreements, supplements, instruments and documents related thereto and
executed in connection therewith (collectively, all of the foregoing as the same
now exists or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, the "Financing Agreements").
Borrower has requested that Lender waive certain defaults and amend the
Financing Agreements as herein provided. Subject to the terms and conditions
contained herein, Lender is willing to waive such defaults and agree to such
amendment to the extent set forth herein. By this Amendment, Lender and Borrower
desire and intend to evidence such waiver and amendment.
In consideration of the foregoing, the parties hereto agree as follows:
1. DEFINITIONS.
1.1 AMENDMENTS TO DEFINITIONS.
(a) All references to the term "Financing Agreements" in the
Accounts Agreement shall be deemed and each such reference is hereby amended to
include, in addition and not in limitation, this Amendment, and all other
agreements, documents and instruments at any time executed and/or delivered by
Borrower or any other person in connection with any of the foregoing, as the
same now exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated, or replaced.
(b) Effective as of the date hereof, the existing Section 1.17
of the Covenant Supplement is hereby deleted in its entirety and the following
is substituted therefor:
"1.17 "Net Worth" shall mean, as to any Person at any
time, in accordance with GAAP, the amount equal to the
difference between: (i) the aggregate net book value of
all assets of such Person, calculating the book value of
inventory for this purpose on a first-in-first-out basis,
after deducting from such book values all approximate
reserves (including all reserves for doubtful receivables,
bad debts, obsolescence, depreciation and amortization),
MINUS the amount of the aggregate net book value of all
common and preferred stock of such Person issued for any
consideration (including reduction of Indebtedness) other
than cash and cash equivalents, and (ii) the aggregate
Indebtedness of such Person (including tax and other
proper accruals)."
1.2 INTERPRETATION. All capitalized terms used herein shall have the
meanings assigned thereto in the other Financing Agreements, unless otherwise
defined herein. All references to the plural herein shall also mean the singular
and all references to the singular herein shall also mean the plural, in each
cash unless otherwise required by the context of the use thereof.
2. NET WORTH REQUIREMENT
2.1 Any default under Section 4.13 of the Covenant Supplement (Net
Worth) prior to the date hereof shall be and is hereby waived.
2.2 Effective as of the date hereof, the existing Section 4.13 of the
Covenant Supplement is hereby deleted in its entirety and the following is
substituted therefor:
"4.13 NET WORTH. Borrower will, until all Obligations have
been indefeasibly paid in full, maintain a Net Worth of
not less than (a) $27,000,000 until and including June 30,
2000, (b) $28,000,000 from July 1, 2000 and at all times
until and including September 30, 2000 and (c) $29,000,000
from October 1, 2000 and at all times thereafter."
3. REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by Borrower to Lender pursuant to the Financing Agreements, Borrower hereby
represents, warrants and covenants with and to Lender as follows (which
representation, 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):
3.1 No Event of Default, or event which with giving of notice or
passage of time, or both, would constitute an Event of Default, (except as
waived hereunder) exists on the date of this Amendment.
3.2 This Amendment has been duly executed and delivered by Borrower and
is in full force and effect as of the date hereof, and the agreements and
obligations of Borrower contained herein constitute legal, valid and binding
obligations of Borrower enforceable against Borrower.
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3.3 Failure of Borrower to comply with the covenants, conditions and
agreements contained herein shall constitute an Event of Default under the
Financing Agreements.
4. CONDITIONS PRECEDENT. The effectiveness of the waiver and amendment
herein contained shall be effective upon the satisfaction of each of the
following conditions precedent in a manner satisfactory to Lender:
4.1 the receipt by Lender of an original of this Amendment, duly
authorized, executed and delivered by Borrower; and
4.2 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, (except as waived hereunder) would constitute
an Event of Default.
5. EFFECT OF THIS AGREEMENT. Except as modified pursuant hereto, no
other changes or modifications to, or waivers of the Financing Agreements are
intended or implied, and in all other respects the Financing Agreements are
hereby specifically ratified, restated and confirmed by the parties hereto as of
the date hereof. To the extent of a 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
or desirable, as determined by Lender, 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).
8. BINDING EFFECT. This Amendment shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.
9. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the 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 hereto.
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Please sign the enclosed copy of the Amendment in the space provided
below, whereupon this Amendment, as so accepted by Lender, shall become a
binding agreement between the undersigned and Lender.
Very truly yours,
I.C. ISAACS & COMPANY, L.P.
By: I.C. ISAACS & COMPANY, INC.
General Partner
By: /S/ Eugene C. Wielepski
___________________________
Title: Vice President
__________________________
ACKNOWLEDGED AND AGREED:
CONGRESS FINANCIAL CORPORATION
By: /s/ Thomas Martin
__________________________________
Title: Asst. Vice President
_______________________________
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