WAIVER AND CONSENT
WAIVER AND CONSENT, dated as of April 1, 2000, to the Financing Agreement,
dated as of February 26, 1999, as amended by the First Amendment, dated as of
March 25, 1999, by the Second Amendment, dated as of August 10, 1999 and by the
Third Amendment dated as of February 15, 2000 (as so amended, the "Financing
Agreement"), by and among Aris Industries, Inc., a New York corporation (the
"Company"), Europe Craft Imports, Inc., a New Jersey corporation ("ECI"), ECI
Sportswear, Inc., a New York corporation ("Sportswear"), Stetson Clothing
Company, Inc., a Delaware corporation ("Stetson"), XOXO Clothing Company,
Incorporated, a Delaware corporation ("XOXO"), B P Clothing Company, Inc., a New
York corporation ("B P" and together with ECI, Sportswear, Stetson and XOXO,
each a "Borrower" and collectively the "Borrowers"), the financial institutions
from time to time party thereto (each a "Lender" and collectively, the
"Lenders"), The Chase Manhattan Bank, as administrative agent, book manager and
arranger for the Lenders (in such capacity, the "Administrative Agent") and The
CIT Group/Commercial Services, Inc., as collateral agent for the Lenders (in
such capacity, the "Collateral Agent" or "Agent").
1. All capitalized terms used herein and not otherwise defined herein are
used herein as defined in the Financing Agreement.
2. Pursuant to the request of the Company and the Borrowers and in
accordance with Section 12.03 of the Financing Agreement, the Lenders and the
Agent hereby consent to, and waive any Event of Default that would otherwise
arise under the Financing Agreement by reason of an Overadvance Amount existing
from April 1, 2000 through and including April 30, 2000, provided that the
Overadvance Amount does not exceed (i) $7,000,000, from April 1, 2000 through
and including April 29, 2000 and (ii) $6,000,000 on April 30, 2000.
3. This Waiver and Consent shall become effective when the Agent shall have
received counterparts of this Waiver and Consent which bear the signatures of
the Lenders (such date, the "Effective Date").
4. This Waiver and Consent shall be governed by the laws of the State of
New York.
5. This Waiver and Consent (i) may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument, (ii) shall become effective as of the
Effective Date, (iii) shall be effective only in this specific instance for the
specific purpose set forth herein, and (iv) does not allow any other or further
departure from the terms of the Financing Agreement or the other Loan Documents,
which terms shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Consent
to be executed by their respective officers thereunto duly authorized as of the
day and year first above written.
AGENTS AND LENDERS
THE CIT GROUP/COMMERCIAL
SERVICES, INC., as Collateral Agent
By:_____________________________________
Name:___________________________________
Title:__________________________________
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:_____________________________________
Name:___________________________________
Title:__________________________________
ISRAEL DISCOUNT BANK OF NEW YORK
By:_____________________________________
Name:___________________________________
Title:__________________________________
PNC BANK, NATIONAL ASSOCIATION
By:_____________________________________
Name:___________________________________
Title:__________________________________
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