BNY FINANCIAL CORPORATION
A WHOLLY OWNED SUBSIDIARY OF THE BANK OF NEW YORK
NEW YORK'S FIRST BANK - FOUNDED 1784 BY XXXXXXXXX XXXXXXXX
0000 XXXXXX XX XXX XXXXXXXX, XXX XXXX, X.X. 00000
000-000-0000
June 3, 1998
Xxxxxxx Chaus, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx Xxxxx, Chairwoman of the Board
Xxxxxxx Chaus, Inc.
000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Chief Financial Officer
Ladies/Gentlemen:
Reference is made to the Second Restated and Amended Financing
Agreement between us dated as of October 10, 1997, as supplemented and amended
(the "Financing Agreement"). Initially capitalized terms not otherwise defined
herein shall have the meanings given to them in the Financing Agreement.
It is hereby agreed that, effective as of June 1, 1998, the Financing
Agreement shall be amended as follows:
1. The third sentence of Section 2.1 is amended to read in its
entirety as follows:
"The outstanding amount of all L/Cs shall not exceed $34,000,000 in
the aggregate at any time and shall be chargeable to Borrower's
account."
2. The definition of "Applicable Margin" set forth in Section 8 is
amended by inserting the words "less Permitted Overadvances" after the words
"Formula Amount".
3. The definition of "Maximum Loan Amount" set forth in Section 8 is
amended to read in its entirety as follows:
""Maximum Loan Amount" shall mean $60,000,000.00."
4. The definition of "Maximum Revolving Amount" set forth in Section 8
is amended to read in its entirety as follows:
""Maximum Revolving Amount" shall mean $45,500,000.00"
5. The "Permitted Overadvances" for the periods "June 4, 1998 through
June 24, 1998" and "June 25, 1998 and at all times thereafter", as set forth in
the definition of "Permitted Overadvances" in Section 8, are deleted in their
entirety and replaced by the following:
Permitted
"Period Overadvances
------- ------------
June 10, 1998 through June 29, 1998 $7,000,000
June 30,1998 through July 9, 1998 $2,500,000
July 10, 1998 through July 29, 1998 $8,500,000
July 30, 1998 through August 9, 1998 $2,000,000
August 10, 1998 through August 29, 1998 $8,000,000
August 30, 1998 through September 9, 1998 $1,500,000
September 10, 1998 through September 29, 1998 $6,500,000
September 30, 1998 through October 9, 1998 $1,500,000
October 10, 1998 through October 29, 1998 $6,500,000
October 30, 1998 through November 9, 1998 -0-
November 10, 1998 through November 29, 1998 $2,000,000
November 30, 1998 through December 9, 1998 -0-
December 10, 1998 through December 29, 1998 $5,000,000
December 30, 1998 through January 9, 1999 -0-
January 10, 1999 through January 29, 1999 $5,000,000
January 30, 1999 through February 9, 1999 -0-
February 10, 1999 through February 27, 1999 $5,000,000
February 28, 1999 through March 9, 1999 -0-
March 10, 1999 through March 29, 1999 $4,000,000
March 30, 1999 through June 9, 1999 -0-
June 10, 1999 through June 29, 1999 $1,000,000
June 30, 1999 and at all times thereafter -0-"
6. Section 9.1(d) is amended to provide that the Borrower will not
permit its Tangible Net Worth to be less than the following amounts as of the
following dates:
"As of September 30, 1998 $9,300,000
As of December 31, 1998 $9,800,000
As of March 31, 1999 $13,300,000
As of June 30, 1999 $13,800,000"
7. Section 9.1(e) is amended to provide that the Borrower will not
permit its Working Capital to be less than the following amounts on the
following dates:
"As of September 30, 1998 $18,500,000
As of December 31, 1998 $18,500,000
As of March 31, 1999 $22,000,000
As of June 30, 1999 $22,000,000"
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8. The "Maximum Permitted Loss" and "Minimum Permitted Profit" for the
"Month of May 1998" and each subsequent "Period", as set forth in the covenant
in Section 9.1(g), are deleted in their entirety and replaced by the following:
Maximum Minimum
"Period Permitted Loss Permitted Profit
------- -------------- ----------------
Fiscal Quarter ended June 30, 1998 $250,000
Fiscal Year Ended June 30, 1998 $2,500,000
Month of July 1998 $1,000,000
Month of August 1998 $1,000,000
Month of September 1998 $1,000,000
Fiscal Quarter ended September 30, 1998 $2,500,000
Month of October 1998 $1,000,000
Month of November 1998 $1,000,000
Month of December 1998 $2,250,000
Fiscal Quarter ended December 31, 1998 $500,000
Month of January 1999 $1,000,000
Month of February 1999 $1,000,000
Month of March 1999 $1,000,000
Fiscal Quarter ended March 31, 1999 $3,500,000
Month of April 1999 $1,000,000
Month of May 1999 $2,250,000
Month of June 1999 $1,750,000
Fiscal Quarter ended June 30, 1999 -0-
Fiscal Year ended June 30, 1999 $7,000,000"
Except as hereinabove specifically set forth, the Financing Agreement
shall remain unmodified and in full force and effect in accordance with its
terms.
3
If you are in agreement with the foregoing, please so indicate by
signing and returning to us the enclosed copy of this letter.
Very truly yours,
BNY FINANCIAL CORPORATION
By: /s/
---------------------------
Title:
AGREED AND ACCEPTED:
XXXXXXX CHAUS, INC.
By: /s/
---------------------------------
Title: VP - Corporate Controller
GUARANTOR:
CHAUS RETAIL, INC.
By: /s/
---------------------------------
Title: Assistant Secretary
