AMENDMENT NO. 2 TO THE FOURTH
AMENDED AND RESTATED LOAN AGREEMENT
THIS AMENDMENT NO. 2 TO THE FOURTH AMENDED AND RESTATED LOAN
AGREEMENT, dated as of June 24, 1998 (this "Amendment"), by and among G-III
LEATHER FASHIONS, INC., a New York corporation (the "Borrower"), the Lenders
that have executed the signature pages hereto (individually, a "Lender" and
collectively, the "Lenders"), and FLEET BANK, N.A., a national banking
association as agent for the Lenders (in such capacity, together with its
successors in such capacity, the "Agent"),
W I T N E S S E T H:
WHEREAS:
A. The Borrower, the Lenders and the Agent are parties to the Fourth
Amended and Restated Loan Agreement, dated as of May 31, 1997, as amended by
Amendment No.1 to the Fourth Amended and Restated Loan Agreement, dated as of
June 1, 1998, and as further amended hereby (as it may be further amended,
modified and supplemented from time to time, the "Loan Agreement"); and
B. The parties hereto wish to amend the Loan Agreement as hereinafter
provided; and
C. Each capitalized term used but not otherwise defined herein shall
have the meaning ascribed thereto in the Loan Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENT TO LOAN AGREEMENT.
1.1 This Amendment shall be deemed to be an amendment to the Loan
Agreement and shall not be construed in any way as a replacement or substitution
therefor. All of the terms and conditions of, and terms defined in, this
Amendment are hereby incorporated by reference into the Loan Agreement as if
such terms and provisions were set forth in full therein. This Amendment shall
be effective as of March 1, 1998.
1.2 The definition of "Overadvance" set forth in Article 1 of the Loan
Agreement shall be amended by deleting the overadvance chart set forth therein
and replacing it with the following:
Period Amount
------- -------
March 1, 1998 - March 31, 1998 $ 9,000,000
April 1, 1998 - April 30, 1998 $ 15,000,000
May 1, 1998 - May 31, 1998 $ 26,000,000
June 1, 1998 - June 30, 1998 $ 30,000,000
July 1, 1998 - July 27, 1998 $ 30,000,000
July 28, 1998 - July 31, 1998 $ 25,000,000
August 1, 1998 - August 24, 1998 $ 25,000,000
August 25, 1998 - August 31, 1998 $ 22,000,000
September 1, 1998 - September 28, 1998 $ 22,000,000
September 29, 1998 - September 30, 1998 $ 15,000,000
October 1, 1998 - October 26, 1998 $ 15,000,000
October 27, 1998 - October 31, 1998 $ 4,000,000
November 1, 1998 - January 31, 1999 -0-
1.3 The Loan Agreement, the Loan Documents and all agreements,
instruments and documents executed and delivered in connection with any of the
foregoing, shall each be deemed to be amended hereby to the extent necessary, if
any, to give effect to the provisions of this Amendment. Except as so amended
hereby, the Loan Agreement and the Loan Documents shall remain in full force and
effect in accordance with their respective terms.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
The Borrower hereby represents and warrants to the Agent and the
Lenders that:
2.1 After giving effect to the amendment of the Loan Agreement
pursuant to this Amendment: (i) each of the representations and warranties set
forth in Article 3 of the Loan Agreement is true and correct in all respects as
if made on the date hereof; and (ii) there exists no Default or Event of
Default under the Loan Agreement after giving effect to this Amendment.
2.2 The Borrower has full corporate power and authority to execute and
deliver this Amendment and to perform the obligations on its part to be
performed thereunder and under the Loan Agreement as amended hereby.
SECTION 3. CONDITIONS PRECEDENT TO AMENDMENTS.
The effectiveness of the amendments contained in Section 1 of this
Amendment, are each and all subject to the satisfaction, in form and substance
satisfactory to the Agent, of each of the following conditions precedent:
3.1 The Borrower shall have duly executed and delivered this
Amendment.
3.2 Each of the conditions precedent set forth in Section 4.1 and
Section 4.2 of the Loan Agreement shall have been satisfied or waived in
accordance with the terms of the Loan Agreement.
3.3 The representations and warranties set forth in Section 2 hereof
shall be true, correct and complete on and as of the closing date of this
Amendment as though made on such date.
3.4 The Agent shall have received such approvals, opinions or
documents as any Lender through the Agent may reasonably request, the Borrower
and the Guarantors shall have taken all such other actions as any Lender through
the Agent may reasonably request, and all legal matters incident to the
foregoing shall be satisfactory to the Agent.
SECTION 4. EFERENCE TO AND EFFECT UPON THE LOAN AGREEMENT AND OTHER LOAN
DOCUMENTS.
4.1 Except as specifically amended in Section 1 above, the Loan
Agreement and each of the other Loan Documents shall remain in full force and
effect and each is hereby ratified and confirmed.
4.2 The execution, delivery and effect of this Amendment shall be
limited precisely as written and shall not be deemed to (i) be a consent to any
waiver of any term or condition or to any amendment or modification of any term
or condition of the Loan Agreement or any other Loan Document, except, upon the
effectiveness, if any, of this Amendment, as specifically amended in Section 1
above, or (ii) prejudice any right, power or remedy which the Agent or any
Lender now has or may have in the future under or in connection with the Loan
Agreement or any other Loan Document. Upon the effectiveness of this Amendment,
each reference in the Loan Agreement to "this Agreement", "hereunder", "hereof",
"herein" or any other word or words of similar import shall mean and be a
reference to the Loan Agreement as amended hereby, and each reference in any
other Loan Document to the Loan Agreement or any word or words of similar import
shall mean and be a reference to the Loan Agreement as amended hereby.
SECTION 5. MISCELLANEOUS
5.1 This Amendment may be executed in any number of counterparts, each of
which when so executed shall be deemed an original, but all such counterparts
shall constitute one and the same instrument.
5.2 The Borrower shall pay on demand all reasonable fees, costs and
expenses incurred by Agent in connection with the preparation, execution and
delivery of this Amendment (including, without limitation, all reasonable
attorneys' fees).
5.3 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed on the date first above written.
G-III LEATHER FASHIONS, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Name: Xxxxx X. Xxxxxx
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Title: Chief Financial Officer
FLEET BANK, N.A., as Lender
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------
Title: Senior Vice President
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THE CHASE MANHATTAN BANK,
as Lender
By: /s/ Xxxx Xxxxx
----------------------------
Name: Xxxx Xxxxx
-----------------------
Title: Assistant Vice President
------------------------
THE CIT GROUP/COMMERCIAL SERVICES,
INC., as Lender
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
--------------------------
Title: Assistant Vice President
-------------------------
FLEET BANK, N.A., as Agent
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
------------------------
Title: Senior Vice President
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