EXHIBIT 10.11
AMENDMENT AGREEMENT XX. 0
XXXXXXXXX XXXXXXXXX XX. 0, dated December 22, 1999 (this "Agreement"), to
the Amended and Restated Credit Agreement dated as of July 9, 1999 (the "Credit
Agreement"), among XXXXXX 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 7.08 of the Credit Agreement is hereby amended by deleting the
percentage "59%" appearing opposite the date December 31, 2000 in such section
and substituting the percentage "62%" therefor.
1.2 Section 7.09 of the Credit Agreement is hereby amended in its entirety
to read as follows:
SECTION 7.09 Interest Coverage Ratio. Permit the Interest Coverage Ratio of
the Borrower and its subsidiaries on a Consolidated basis for the four
consecutive fiscal quarter periods ending on the dates set forth below to be
less than the respective amounts set forth below opposite such dates:
QUARTER ENDING ON OR ABOUT RATIO
-------------------------- ---------
December 31, 1999........................................... 1.00:1.00
March 31, 2000.............................................. 0.85:1.00
June 30, 2000............................................... 0.95:1.00
September 30, 2000.......................................... 1.20:1.00
December 31, 2000........................................... 1.45:1.00
March 31, 2001.............................................. 1.80:1.00
June 30, 2001............................................... 1.80:1.00
September 30, 2001.......................................... 1.80:1.00
December 31, 2001........................................... 2.30:1.00
March 31, 2002.............................................. 2.30:1.00
June 30, 2002............................................... 2.30:1.00
September 30, 2002.......................................... 2.30:1.00
December 31, 2002........................................... 2.80:1.00
March 31, 2003.............................................. 2.80:1.00
June 30, 2003............................................... 2.80:1.00
September 30, 2003.......................................... 2.80:1.00
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1.3 Section 7.10 of the Credit Agreement is hereby amended in its entirety
to read as follows:
SECTION 7.10 Net Worth. Permit the Net Worth of the Borrower and its
subsidiaries on a Consolidated basis at any time to be less than $115,000,000
through June 30, 2000 and thereafter at any time to be less than the respective
amounts set forth below for the periods indicated:
PERIOD AMOUNT
------ ------------
July 1, 2000 through December 31, 2000...................... $118,000,000
January 1, 2001 through March 31, 2001...................... $122,000,000
April 1, 2001 through June 30, 2001......................... $124,000,000
July 1, 2001 through September 30, 2001..................... $126,000,000
October 1, 2001 through December 31, 2001................... $128,000,000
January 1, 2002 through March 31, 2002...................... $130,000,000
April 1, 2002 through June 30, 2002......................... $132,000,000
July 1, 2002 through September 30, 2002..................... $134,000,000
October 1, 2002 through December 31, 2002................... $136,000,000
January 1, 2003 through March 31, 2003...................... $138,000,000
April 1, 2003 through June 30, 2003......................... $140,000,000
July 1, 2003 through September 30, 2003..................... $142,000,000
October 1, 2003 through December 31, 2003................... $144,000,000
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. Xxxx, Scholer, Fierman, Xxxx & 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.
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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.
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.]
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IN WITNESS WHEREOF, the Borrower, Guarantors, the Agent, the Collateral
Monitor and the Required Lenders have caused this Amendment Agreement No. 1 to
be duly executed by their respective authorized officers as of the day and year
first above written.
XXXXXX A.S.L., LTD., as Borrower
By: /s/ XXXX XXX XXXXXXXXX
-----------------------------------------
Name: Xxxx Xxx Xxxxxxxxx
Title: Executive Vice President--Finance
and Administration
A.S.L. RETAIL OUTLETS, INC., as a Guarantor
By: /s/ XXXX XXX XXXXXXXXX
-----------------------------------------
Name: Xxxx Xxx Xxxxxxxxx
Title: Executive Vice President--Finance
and Administration
ASL/K LICENSING CORP., as a Guarantor
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Treasurer
XXXXXX A.S.L. EUROPE, LTD., as a Guarantor
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
XXXXXX HOLDINGS INC., as a Guarantor
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
AKC ACQUISITION, LTD., as a Guarantor
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
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LION LICENSING, LTD., as a Guarantor
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
ASIA EXPERT LIMITED, as a Guarantor
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Treasurer
TOMWELL LIMITED, as a Guarantor
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Treasurer
VIEWMON LIMITED, as a Guarantor
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Treasurer
THE CHASE MANHATTAN BANK, as Lender
By: /s/ XXXXXX XXXXXX
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as Agent
By: /s/ XXXXXX XXXXXX
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
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THE CIT GROUP/COMMERCIAL SERVICES, INC., as
Lender
By: /s/ XXXXXXX XXXXX
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
THE CIT GROUP/COMMERCIAL SERVICES, INC., as
Collateral Monitor
By: /s/ XXXXXXX XXXXX
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
LASALLE BANK, N.A., as Lender
By: /s/ XXXXXXX X. KISS
-----------------------------------------
Name: Xxxxxxx X. Kiss
Title: Senior Vice President
FLEET CAPITAL CORPORATION, as Lender
By: /s/ XXXXX X. XXXXX
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
FINOVA CAPITAL CORPORATION, as Lender
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signer
ISRAEL DISCOUNT BANK OF NEW YORK,
as Lender
By: /s/ R. XXXXX XXXXXXXXX
-----------------------------------------
Name: R. Xxxxx Xxxxxxxxx
Title: Vice President
By: /s/ XXXXXX XXXXXX
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Manager
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PNC BANK, NATIONAL ASSOCIATION, as Lender
By: /s/ XXXX X. XXXXX
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
DEBIS FINANCIAL SERVICES, INC., as Lender
By: /s/ X. XXXXX
-----------------------------------------
Name: X. Xxxxx
Title: Legal Counsel
BANK LEUMI USA, as Lender
By: /s/ XXXXXX XXXXXX
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
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