AMENDMENT NO. 4 TO THE FIFTH
AMENDED AND RESTATED LOAN AGREEMENT
THIS AMENDMENT NO. 4 TO THE FIFTH AMENDED AND RESTATED LOAN AGREEMENT,
dated as of May 24, 2000 (this "Amendment"), by and among G-III LEATHER
FASHIONS, INC., a New York corporation (the "Borrower"), the Lenders that have
executed the signature pages hereto (individually, a "Lender" and collectively,
the "Lenders"), and FLEET BANK, N.A., a national banking association as agent
for the Lenders (in such capacity, together with its successors in such
capacity, the "Agent"),
W I T N E S S E T H:
WHEREAS:
A. The Borrower, the Lenders and the Agent are parties to the Fifth
Amended and Restated Loan Agreement, dated as of May 31, 1999, as further
amended hereby (as it may be further amended, modified and supplemented from
time to time, the "Loan Agreement"); and
B. The Lenders hereto wish to revise certain dates in the definition of
the "Overadvance" under the Loan Agreement; and
C. The parties hereto wish to amend the Loan Agreement as hereinafter
provided;
D. Each capitalized term used but not otherwise defined herein shall
have the meaning ascribed thereto in the Loan Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENT TO LOAN AGREEMENT.
1.1 This Amendment shall be deemed to be a fourth amendment to the
Fifth Amended and Restated Loan Agreement and shall not be construed in any way
as a replacement or substitution therefor. All of the terms and conditions of,
and terms defined in, this Amendment are hereby incorporated by reference into
the Loan Agreement as if such terms and provisions were set forth in full
therein.
1.2 The definition of "Overadvance" set forth in Article 1 of the Loan
Agreement shall be amended by replacing certain periods and amounts with the
following:
"OVERADVANCE'--the amount set forth below for the period indicated:
Period Amount
5/1/00 to 5/17/00 $26,000,000
5/18/00 to 5/23/00 $31,000,000
5/24/00 to 6/05/00 $37,500,000
6/06/00 to 7/21/00 $40,000,000
7/22/00 to 7/28/00 $37,500,000
7/29/00 to 8/30/00 $32,500,000
8/31/00 $28,000,000
9/1/00 to 9/29/00 $30,000,000
9/30/00 $14,500,000
10/26/00 to 10/30/00 $5,000,000
10/31/00 through 1/31/01 0
After 10/30/00 the amounts and periods for Overadvance stated herein, shall all
revert to periods of duration and amounts as set forth in Amendment No. 2 dated
as of March 1, 2000.
1.3 The Loan Agreement, the Loan Documents and all agreements,
instruments and documents executed and delivered in connection with any of the
foregoing, shall each be deemed to be amended hereby to the extent necessary, if
any, to give effect to the provisions of this Amendment. Except as so amended
hereby, the Loan Agreement and the Loan Documents shall remain in full force and
effect in accordance with their respective terms.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
The Borrower hereby represents and warrants to the Agent and the
Lenders that:
2.1 After giving effect to the amendment of the Loan Agreement pursuant
to this Amendment: (i) each of the representations and warranties set forth in
Article 3 of the Loan Agreement is true and correct in all respects as if made
on the date hereof and (ii) there exists no Default or Event of Default under
the Loan Agreement after giving effect to this Amendment.
2.2 The Borrower has full corporate power and authority to execute and
deliver this Amendment and to perform the obligations on its part to be
performed thereunder and under the Loan Agreement as amended hereby.
SECTION 3. CONDITIONS PRECEDENT TO AMENDMENTS.
The effectiveness of the amendments contained in Section 1 of this
Amendment, are each and all subject to the satisfaction, in form and substance
satisfactory to the Agent, of each of the following conditions precedent:
3.1 The Borrower shall have duly executed and delivered this Amendment.
3.2 Each of the conditions precedent set forth in Section 4.1 and
Section 4.2 of the Loan Agreement shall have been satisfied or waived in
accordance with the terms of the Loan Agreement.
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3.3 The representations and warranties set forth in Section 2 hereof
shall be true, correct and complete on and as of the closing date of this
Amendment as though made on such date.
3.4 The Agent shall have received such approvals, opinions or documents
as any Lender through the Agent may reasonably request, the Borrower and the
Guarantors shall have taken all such other actions as any Lender through the
Agent may reasonably request, and all legal matters incident to the foregoing
shall be satisfactory to the Agent.
3.5 The Borrower shall have paid to the Agent an amendment fee in the
amount of $30,000 on the date hereof.
SECTION 4. REFERENCE TO AND EFFECT UPON THE LOAN AGREEMENT AND OTHER
LOAN DOCUMENTS.
4.1 Except as specifically amended in Section 1 above, the Loan
Agreement and each of the other Loan Documents shall remain in full force and
effect and each is hereby ratified and confirmed.
4.2 The execution, delivery and effect of this Amendment shall be
limited precisely as written and shall not be deemed to (i) be a consent to any
waiver of any term or condition or to any amendment or modification of any term
or condition of the Loan Agreement or any other Loan Document, except, upon the
effectiveness, if any, of this Amendment, as specifically amended in Section 1
above, or (ii) prejudice any right, power or remedy which the Agent or any
Lender now has or may have in the future under or in connection with the Loan
Agreement or any other Loan Document. Upon the effectiveness of this Amendment,
each reference in the Loan Agreement to "this Agreement", "hereunder", "hereof",
"herein" or any other word or words of similar import shall mean and be a
reference to the Loan Agreement as amended hereby, and each reference in any
other Loan Document to the Loan Agreement or any word or words of similar import
shall mean and be a reference to the Loan Agreement as amended hereby.
SECTION 5. MISCELLANEOUS
5.1 This Amendment may be executed in any number of counterparts, each
of which when so executed shall be deemed an original, but all such counterparts
shall constitute one and the same instrument.
5.2 The Borrower shall pay on demand all reasonable fees, costs and
expenses incurred by Agent in connection with the preparation, execution and
delivery of this Amendment (including, without limitation, all reasonable
attorneys' fees).
5.3 5.3 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF NEW YORK.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on the date first above written.
G-III LEATHER FASHIONS, INC.
By: /s/ Wayne Miller
-----------------------------------
Name: Wayne Miller
Title: CFO
FLEET BANK, N.A., AS LENDER
By: /s/ Juan Zaino
-----------------------------------
Name: Juan Zaino
Title: Assistant Vice President
THE CHASE MANHATTAN BANK,
AS LENDER
By: /s/ John Mulvey
-----------------------------------
Name: John Mulvey
Title: Vice President
THE CIT GROUP/COMMERCIAL SERVICES, NC.,
AS LENDER
By: /s/ Lisa Murakami
-----------------------------------
Name: Lisa Murakami
Title: Vice President
FLEET BANK, N. A., AS AGENT
By: /s/ Juan Zaino
-----------------------------------
Name: Juan Zaino
Title: Assistant Vice President
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