1
Exhibit 4.4
December 30, 1999
R. G. Barry Corporation
13405 Yarmouth Rd., N.W.
Pickerington, Ohio 43147
Mailing Address:
P. O. Box 129
Columbus, Ohio 43216
Re: Response to Request for Consent Regarding Revolving Loan Agreement
Ladies/Gentlemen:
The undersigned banks (the "Banks") are lenders under a Revolving Credit
Agreement entered into with you as borrower (the "Borrower") dated as of
February 28, 1996 (the "Agreement"). You have requested that the Banks consent
to the existence of a violation of Section 9.5 of the Agreement for the fiscal
period ending January 1, 2000.
The Banks hereby agree that the failure of the Borrower to satisfy the
requirements of Section 9.5 of the Agreement for the fiscal period ending
January 1, 2000, will not constitute an Event of Default as defined in the
Agreement, provided that each of the following conditions is satisfied by the
Borrower:
1. The Borrower executes and delivers a copy of this letter to each of the
Banks on or before January 1, 2000; and
2. There exists as of January 1, 2000, no Event of Default, nor any event,
condition or failure that, with the giving of notice or lapse of time,
or both, would constitute an Event of Default, other than a failure by
the Borrower to satisfy the requirements of Section 9.5 as of January 1,
2000, and there exists no Event of Default thereafter; and
3. The Borrower pays to each of the Banks, their pro rata share of a
consent fee in a total amount equal to one-quarter of one percent of the
aggregate amount of the Commitments, as defined in the Agreement, with
50% of the consent fee payable prior to January 1, 2000 and the
remainder due upon the consummation of an amendment during the first
quarter; and
4. The Borrower pays the reasonable fees and expenses of the Banks' counsel
relating to the review and granting of the consent described in this
letter.
This letter agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same agreement, and any of
the parties to the Agreement may execute this letter agreement by signing any
such counterpart.
2
R. G. Barry Corporation
December 30, 1999
Page - 2 -
THE BANK OF NEW YORK
/s/ William Barnum
------------------
By: William Barnum
--------------
Its: Vice President
---------------
One Wall Street -- 8th Floor
New York, New York 10286
THE HUNTINGTON NATIONAL BANK
/s/ R. H. Friend
----------------
By: R. H. Friend
-------------
Its: Vice President
--------------
41 South High Street -- HC0810
Columbus, Ohio 43287
BANK ONE, Michigan
/s/ Thomas E. Redmond
---------------------
By: Thomas E. Redmond
------------------
Its: Managing Director
------------------
P. O. Box 710170 -- OH1-0170
Columbus, Ohio 43217-0170
Acknowledged and Agreed:
R. G. BARRY CORPORATION
/s/ Michael Krasnoff
--------------------
By: Michael Krasnoff
------------------
Its: Vice President - Assistant Treasurer
------------------------------------
Date: December 30, 1999
-----------------