EXHIBIT 4.3
UNITED STATES LEATHER, INC.
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
February 14, 1997
The First National Bank of Boston, as Agent
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, Director, Mail Stop 01-09-06
Xxxxxx Xxxxxx, Vice President, Mail Stop 01-09-06
Re: Amendment No. 1 to Restated Revolving Credit Agreement,
dated as of December 20, 1996
Dear Xxxx and Xxxxxx:
Reference is hereby made to the Restated Revolving Credit
Agreement, dated as of December 20, 1996, among United States Leather,
Inc. ("USL"), A.R. Xxxxxx Limited ("ARC"; and, collectively with USL, the
"Borrowers"), The First National Bank of Boston and other banks which may
become parties to such Agreement (collectively, the "Banks") and The First
National Bank of Boston as Agent (the "Agent") (the "Agreement"). Terms
defined in the Agreement not otherwise defined herein shall have the
meanings herein ascribed to them therein.
The Borrowers have requested that the Majority Banks make
certain amendments to the Agreement, and the Majority Banks are willing to
make such amendments solely upon the terms and conditions set forth
herein. Therefore, in consideration of the following amendments, the
Borrowers hereby agree with the Agent and the Majority Banks to amend the
Agreement as follows:
1. Until 10 Business Days after the date upon which the Agent
and the Banks have received the financial statements of the Borrowers
required to be delivered pursuant to Section 5.1(a) for the fiscal year of
the Borrowers ending December 31, 1996, the aggregate amount of
Overadvances permitted pursuant to Section 2.3(i) of the Agreement in
accordance with the terms of Section 2.3(ii)(a) of the Agreement shall not
exceed $0.00.
2. Section 5.1(b) of the Agreement is hereby amended by
inserting at the end thereof the following new proviso:
", provided that solely with respect to the fiscal
quarter of the Borrowers ending December 31, 1996, the
financial statements referred to in this clause (b)
shall not be required to be delivered until 59 days
after the end of the fiscal year of the Borrowers
ending December 31, 1996"
3. Section 5.1(f) of the Agreement is hereby amended by
inserting at the end thereof the following new proviso:
", provided that solely with respect to the fiscal
quarter of the Borrowers ending December 31, 1996, the
report referred to in this clause (f) shall not be
required to include computations of the covenants
contained in Sections 6.7 or 6.9"
4. Sections 6.7 and 6.9 of the Agreement are each hereby
amended by inserting at the end thereof the following new sentence:
"It is acknowledged by the parties hereto that, solely
for the fiscal period consisting of the four
consecutive calendar quarters ending December 31,
1996, the Borrowers' compliance with the foregoing
covenant shall be tested based upon the financial
statements delivered by the Borrowers pursuant to
Section 5.1(a) for the fiscal year of the Borrowers
ending on December 31, 1996, rather than the financial
statements delivered by the Borrowers pursuant to
Section 5.1(b) for the fiscal quarter of the Borrowers
ending on December 31, 1996."
The Borrowers hereby represent and warrant that, after giving
effect to the amendments set forth herein, each of the representations and
warranties set forth in the Agreement is true and correct on the date
hereof in all material respects and, after giving effect to the amendments
set forth herein, no event has occurred and is continuing and no condition
exists which constitutes a Default or an Event of Default.
The Borrowers hereby acknowledge and agree that, except to the
extent specifically amended hereby, all of the items, conditions, terms
and provisions of the Agreement shall remain unmodified and the Agreement,
as amended hereby is confirmed as being in full force and effect.
UNITED STATES LEATHER, INC.
By: /s/ Kinzie X. Xxxxxx
Kinzie X. Xxxxxx, Chief Financial Officer
(Signatures continued on next page)
A.R. XXXXXX LIMITED
By: /s/ Kinzie X. Xxxxxx
Kinzie X. Xxxxxx, Chief Financial Officer
Acknowledged and Agreed to:
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Vice President
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, Vice President
BTM CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
Xx. Xxxxx Xxxxxxxxx, Vice President,
Regional Manager
