AMENDMENT Xx. 0
XXXXXXXXX XXXXXXXXX Xx. 0 dated as of April 24, 1998 among FINLAY
ENTERPRISES, INC. a Delaware corporation (the "Parent"), FINLAY FINE JEWELRY
CORPORATION, a Delaware corporation (the "Company"), the lenders named herein
and signatory hereto (the "Lenders") and GENERAL ELECTRIC CAPITAL CORPORATION,
as agent (the "Agent") for the Lenders.
W I T N E S S E T H :
WHEREAS, the Parent, the Company, the Lenders and the Agent are parties to
an Amended and Restated Credit Agreement dated as of September 11, 1997 (as
heretofore and hereafter amended, modified or supplemented from time to time in
accordance with its terms, the "Credit Agreement") and;
WHEREAS, subject to the terms and conditions contained herein, the parties
hereto desire to amend certain provisions of the Credit Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and subject to the fulfillment of the conditions set forth
below, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise specifically defined herein, all
capitalized terms used herein shall have the respective meanings ascribed to
such terms in the Credit Agreement.
2. Amendments to Credit Agreement. The Credit Agreement shall be amended as
follows upon the Effective Date (as defined herein):
(a) Section 1.1 of the Credit Agreement is hereby amended to add the
following definitions in their proper alphabetical sequence:
"Acquisition Facility Advance" shall mean any Revolving Advance which also
constitutes an Acquisition Facility Advance in accordance with Section 2.1.A
hereof.
"Additional Unused Facility Fee" shall mean, as applicable, a nonrefundable
fee, due and payable on the first day of each month, if no Acquisition Facility
Advance is outstanding, equal to (i) twenty-five basis points (.25%) per annum
on the difference between $275,000,000 and the sum of (A) the average daily
outstanding principal balance of the Revolving Loan during the preceding
calendar month or longer period and (B) the average daily Letter of Credit
Obligations during the preceding calendar month or longer period, on such day
(provided that in no event shall such .25% be charged on more than $50,000,000),
or, if any Acquisition Facility Advance is outstanding, equal to (ii)
thirty-seven and one-half basis points (.375%) per annum on the difference
between $275,000,000 and the sum of (A) the average daily outstanding principal
balance of the Revolving Loan during the preceding calendar month or longer
period and (B) the average daily Letter of Credit Obligations during such
preceding calendar month or longer period, on such day.
"New Debenture Indenture" shall mean the indenture dated as of April 24,
1998 between the Parent and Marine Midland Bank, as trustee, under which the New
Senior Debentures were issued, as such indenture is in effect on the Effective
Date of Amendment No. 3. to this Credit Agreement.
"New Senior Debentures" shall mean the Parent's 9% New Senior Debentures
due 2008 in the original principal amount of $75,000,000.
"New Senior Note Indenture" shall mean the indenture dated as of April 24,
1998 between the Company and Marine Midland Bank, as trustee under which the New
Senior Notes were issued, as such indenture is in effect on the Effective Date
of Amendment No. 3 to this Credit Agreement.
"New Senior Notes" shall mean the Company's 8 3/8% Senior Notes due 2008 in
the original principal amount of $150,000,000.
"Offering Expenses" means Non-recurring charges, costs and expenses
(including transaction expenses, any write-off of deferred financing costs, debt
discount costs and redemption premiums, and including interest expense incurred
solely in respect of the Senior Notes and the Debentures and solely during the
period prior to the redemption thereof during which the New Senior Notes and the
New Senior Debentures shall also be outstanding) incurred
2
by the Parent and the Company in connection with (a) the Parent's offering of
its common stock on or about the Effective Date of this Amendment No 3., (b) the
Parent's offering of the New Senior Debentures, (c) the Company's offering of
the New Senior Notes and (d) the related redemption of the Debentures and the
Senior Notes.
"Permitted Acquisition" means any acquisition by the Company to which the
Majority Lenders have delivered their prior written consent, which consent may
be withheld in their sole discretion.
"Permitted Acquisition Request" means the notice, substantially in the form
of Exhibit D hereto, delivered by the Company to the Agent requesting that the
Lenders make an Acquisition Facility Advance available to the Company.
"Security and Pledge Agreement" shall mean that certain Security and Pledge
Agreement dated as of April 24, 1998 between the Parent and Marine Midland Bank.
"Supplemental Equity Offering" shall mean that certain public offering by
the Parent of an aggregate of 1,800,000 shares of its common stock (together
with any overallotment shares) (567,310, together with any overallotment shares,
of which are being offered for sale by the Parent, and the balance of which are
being offered for sale by shareholders of the Parent), of which the Net Cash
Proceeds to Parent shall be used by the Parent to redeem the Debentures.
"Third Party Interactives" shall mean all Persons with whom Borrowers and
their Subsidiaries exchange data electronically in the ordinary course of
business, including, without limitation, customers, suppliers, third-party
vendors, subcontractors, processors-converters, shippers and warehousemen.
"Tranche 1 Advance" shall mean any Acquisition Facility Advance made based
upon a Borrowing Base comprised of 60.01% to 65.00% of Eligible Inventory and
Foreign Eligible Inventory and 85% of Eligible Receivables and Foreign Eligible
Receivables as provided herein.
"Tranche 2 Advance" shall mean any Acquisition Facility Advance made based
upon a Borrowing Base comprised of 65.01% to 70.00% of Eligible Inventory and
3
Foreign Eligible Inventory and 85% of Eligible Receivables and Foreign Eligible
Receivables as provided herein.
"Year 2000 Assessment" shall mean a comprehensive written assessment of the
nature and extent of Borrowers' and their Subsidiaries' Year 2000 Problems and
Year 2000 Date- Sensitive Systems/Components, including, without limitation,
Year 2000 Problems regarding data exchanges with Third Party Interactives.
"Year 2000 Corrective Actions" shall mean, as to Borrowers and their
Subsidiaries, all actions necessary to eliminate such Persons' Year 2000
Problems, including, without limitation, computer code enhancements and
revisions, upgrades and replacements of Year 2000 Date-Sensitive
Systems/Components, and coordination of such enhancements, revisions, upgrades
and replacements with Third Party Interactives.
"Year 2000 Corrective Plan" shall mean, with respect to Borrowers and their
Subsidiaries, a comprehensive plan to eliminate all of their respective Year
2000 Problems on or before December 31, 1998, including without limitation (i)
computer code enhancements or revisions, (ii) upgrades or replacements of Year
2000 Date-Sensitive Systems/Components, (iii) test and validation procedures,
(iv) an implementation time line and budget and (v) designation of specific
employees who will be responsible for planning, coordinating and implementing
each phase or subpart of the Year 2000 Corrective Plan.
"Year 2000 Date-Sensitive System/Component shall mean, as to any Person,
any system, software, network software applications software, data base,
computer file, embedded microchip, firmware or hardware that accepts, creates,
manipulates, sorts, sequences, calculates, compares or outputs calendar related
data accurately; such systems and components shall include, without limitation,
mainframe computers, fileserver/client systems, computer-related software,
firmware or hardware and information processing and delivery systems of any kind
and telecommunications systems and other communications processors, security
systems, alarms, elevators and HVAC Systems.
"Year 2000 Implementation Testing" shall mean, as to any Person, (i) the
performance of test and validation procedures regarding Year 2000 Corrective
Actions on a unit basis and on a systemwide basis; (ii) the performance of test
and validation procedures regarding data exchanges among Borrowers and
Borrowers' and their Subsidiaries' Year 2000 Date- Sensitive Systems/Components
and data exchanges with Third Party Interactives, and (iii) the design and
implementation of additional Year 2000 Corrective Actions the need for which has
been demonstrated by test and validation procedures.
"Year 2000 Problems" shall mean, with respect to Borrowers' and their
Subsidiaries', limitations on the capacity or readiness of any such Person's
Year 2000 Date- Sensitive Systems/Components to accurately accept, create,
manipulate, sort, sequence, calculate, compare, control or output calendar date
information with respect to calendar year 1999 or any subsequent calendar year
beginning on or after January 1, 2000 (including leap year computations)
including, without limitation, exchanges of information among Year 2000 Date-
Sensitive Systems/Components of Borrowers' and their Subsidiaries' and exchanges
of information among Borrowers and their Subsidiaries and Year 2000
Date-Sensitive systems/Components of Third Party Interactives and functionality
of peripheral interfaces, firmware and embedded microchips.
(b) the definition of "Borrowing Base" contained in Section 1.1 of the
Credit Agreement shall be amended by adding the following immediately after the
penultimate sentence in the first full paragraph of such definition
"Notwithstanding the foregoing, for the purposes of making any Tranche 1
Advance, the reference to sixty percent contained in clause (i) hereof shall be
replaced with an amount from sixty and one one-hundredth percent (60.01%) up to
and including sixty-five percent (65.00%), and for the purposes of making any
Tranche 2 Advance, the reference to sixty percent contained in clause (i) hereof
shall be replaced with an amount from sixty-five and one one-hundredth percent
(65.01%) up to and including seventy percent (70.00%)."
(c) the definition of "Revolving Credit Facility Commitment" contained in
Section 1.1 of the Credit Agreement shall be amended by deleting the amount
"$225,000,000" contained therein and substituting "$275,000,000" therefor;
(d) the following Section 2.1.A shall be added immediately following the
last full sentence of Section 2.1(v) of the Credit Agreement:
4
"S 2.1.A ACQUISITION FACILITY.
(a) At the request of the Company, Revolving Advances may be designated by
the Agent as "Acquisition Facility Advances", provided that such amounts shall
only be available to the Company to fund Permitted Acquisitions and cannot be so
designated until receipt by the Agent of the written consent of the Majority
Lenders to a Permitted Acquisition Request.
(b) After receipt of a Permitted Acquisition Request, the Agent shall
designate such Acquisition Facility Advance as either a Tranche 1 Advance or a
Tranche 2 Advance based upon the Borrowing Base at the time such Permitted
Acquisition Request is approved. The Company, by written notice to the Agent,
may terminate the designation of Acquisition Facility Advances at any time
provided, that, the Company may not deliver such notice unless the Revolving
Loan can be supported by the Borrowing Base at the time such termination is
requested. Upon Agent's receipt and acceptance of such written notice of
termination (i) any designation of outstanding Acquisition Facility Advances
then existing shall immediately terminate, and from the date of receipt of such
written notice of termination for all purposes hereunder be treated as Revolving
Advances which are not Acquisition Facility Advances, and (ii) the Company shall
no longer be able to request that the Agent designate Revolving Advances as
Acquisition Facility Advances.
(c) No Revolving Advance that constitutes a Tranche 1 Advance may remain
outstanding for more than an aggregate of eighteen months from the date any
Tranche 1 Advance is made, and all Tranche 1 Advances and Tranche 2 Advances
must be repaid in full on or prior to the eighteen month anniversary of the
first funding of any Tranche 1 Advance (the "Tranche 1 Availability Period"). No
Revolving Advance that constitutes a Tranche 2 Advance may remain outstanding
for longer than the nine month anniversary of the first funding of any Tranche 2
Advance (the "Tranche 2 Availability Period"), but in any event must be repaid
by the earlier of the end of the Tranche 1 Availability Period and the Tranche 2
Availability Period. The Company may prepay Acquisition Facility Advances, in
full or in part, and without premium or penalty, subject to Section 3.3 hereof.
(d) Each Permitted Acquisition Request shall be executed and delivered by
the Company and shall constitute, unless otherwise disclosed in writing to the
Agent and the Lenders, a representation and warranty by the Company that (1) the
representations and
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warranties contained in this Agreement are true and correct in all material
respects on and as of such date as though made on and as of such date, (2) after
giving effect to the Acquisition Facility Advance, no Default or Event of
Default has occurred and (3) such requested Acquisition Facility Advance, when
added to the aggregate Revolving Loans, Letters of Credit and unpaid
reimbursement obligations related to drawings under such Letters of Credit which
are then outstanding and Revolving Loans and Letters of Credit for which
requests have been delivered to the Agent by the Borrowers do not exceed the
Revolving Credit Facility Commitments. Acquisition Facility Advances shall
constitute Revolving Advances and Revolving Loans for all purposes of this
Agreement and the other Loan Documents.
(e) The following Section 3.5.A shall be added immediately following the
last full sentence of Section 3.5 of the Credit Agreement:
"S3.5.A Additional Unused Facility Fee.
From and after the Effective Date of Amendment No. 3 to this Credit
Agreement, the Borrowers shall pay to the Agent for the ratable benefit of the
Lenders, the Additional Unused Facility Fee."
(f) Section 2.6(f) of the Credit Agreement shall be amended to add the
following immediately after the last full sentence immediately following the
Applicable Margin Grid: "Notwithstanding the foregoing, if any Tranche 1 Advance
shall be outstanding, the interest rate during such period shall be the sum of
(i) the Index Rate or Eurodollar Rate (as the case may be) plus the Applicable
Margin plus 0.375% per annum on $50,000,000 of the outstanding Revolving Loan
and (ii) the Index Rate or Eurodollar Rate (as the case may be) plus the
Applicable Margin multiplied by any outstanding amounts in excess of such
$50,000,000; if any Tranche 2 Advance shall be outstanding, the interest rate
during such period shall be the sum of (i) the Index Rate or Eurodollar Rate (as
the case may be) plus the Applicable Margin plus 0.750% per annum on $50,000,000
of the outstanding Revolving Loan and (ii) the Index Rate or Eurodollar Rate (as
the case may be) plus the Applicable Margin multiplied by any outstanding
amounts in excess of such $50,000,000."
(g) Section 8.17 of the Credit Agreement shall be amended to add the
following new paragraph immediately after the word "thereafter" appearing at the
end of the Sonab EBITDA covenants:
6
"Notwithstanding the foregoing provisions of this Section 8.17, for the
purposes of calculating the financial covenants set forth in Sections 8.17(a),
8.17(b) and 8.17(c) hereof for the fiscal quarters ending April 30, 1998, July
31, 1998, October 31, 1998 and January 31, 1999, all Offering Expenses shall be
excluded from such calculations."
(h) the following Section 8.27 shall be added immediately following the
last full sentence of Section 8.26 of the Credit Agreement:
"S 8.27 YEAR 2000.
On or prior to October 31, 1998, Borrowers and their Subsidiaries shall
complete and deliver to Agent a Year 2000 Assessment, and on or prior to January
31, 1999 Borrowers and their Subsidiaries shall complete and deliver to Agent a
Year 2000 Corrective Plan. On or prior to March 31, 1999, Borrowers and their
Subsidiaries shall implement Year 2000 Corrective Actions. On or before May 31,
1999 Borrowers and their Subsidiaries shall complete Year 2000 Corrective
Actions and Year 2000 Implementation Testing. On or before July 31, 1999,
Borrowers and their Subsidiaries shall eliminate all Year 2000 Problems, except
where failure to correct the same could not reasonably be expected to have a
Material Adverse Effect, individually or in the aggregate."
(i) Section 9.2(e) of the Credit Agreement shall be deleted in its entirety
and replaced by the following:
"(e) Liens in favor of Marine Midland Bank pursuant to the "Pledge
Agreement" (as defined in the Debenture Indenture) covering the capital stock of
the Company, and Liens in favor of Marine Midland Bank pursuant to the Security
and Pledge Agreement."
(j) Section 9.3 of the Credit Agreement shall be amended to delete the
"and" immediately following 9.3(q), to delete the reference to "$25,000,000"
contained in Section 9.3(r) and substitute "$32,000,000" therefor, and to delete
the period at the end of 9.3(r) and to insert a semi-colon immediately
thereafter and to add the following immediately thereafter;
"(s) Indebtedness of the Company evidenced by the New Senior Notes,
provided, that all Net Cash Proceeds received by the Company in respect of such
New Senior Notes shall be used to pay in full or otherwise retire the Senior
Notes; and
7
(t) Indebtedness of the Parent evidenced by the New Senior Debentures,
provided, that all Net Cash Proceeds received by the Parent in respect of such
New Senior Debentures shall be used to pay in full or otherwise retire the
Debentures."
(k) Section 9.6 of the Credit Agreement shall be amended as follows:
(i) Section 9.6(b) of the Credit Agreement shall be amended to add the words
"and the New Senior Notes" immediately following the reference to "Senior
Notes" contained therein.
(ii) Section 9.6(b)(ii) of the Credit Agreement shall be amended by deleting
references to "Senior Notes" contained therein and inserting "New Senior
Notes" in lieu thereof;
(iii)Section 9.6(b)(iii) of the Credit Agreement shall be amended by deleting
references to "Debentures" contained therein and in lieu thereof inserting
"New Senior Debentures";
(iv) by deleting the "and" immediately following Section 9.6(b)(iv) thereof,
deleting the period immediately following the word "Documents" in the last
sentence of Section 9.6(b)(v), and inserting ";" in lieu thereof and then
adding the following:
"(vi)The Company may use proceeds from the issuance of the New Senior Notes to
redeem the Senior Notes, including any premiums associated therewith;
(vii)The Parent shall use the aggregate proceeds from the issuance of the New
Senior Debentures to redeem the Debentures, including any costs and
premiums associated therewith;
(viii) The Company may make payments to the Parent in such amounts as necessary
(a) to permit the Parent to make interest payments on the New Senior
Debentures; and
(ix) The Parent shall (a) make an initial capital contribution to the Company in
the aggregate principal amount of $33,000,000 within five (5) Business Days
of the final and irrevocable redemption of the Debentures and Senior Notes
8
and (b) make an additional capital contribution to the Company consisting
of any funds received by the Parent which were not used by the Parent for
the final and irrevocable redemption of the Debentures, including payment
of costs and premiums associated therewith, within sixty-five (65) Business
Days of the final and irrevocable redemption of the Debentures and Senior
Notes."
(l) Section 9.15 of the Credit Agreement shall be amended by deleting the
period immediately following the last sentence thereof and adding the phrase
"except that the Parent may enter into the New Debenture Indenture and the New
Senior Note Indenture".
(m) Section 9.16 of the Credit Agreement is hereby amended to add the words
"and shall not include rental obligations incurred by the Company pursuant to or
as a result of the Diamond Park Acquisition" immediately following the word
"hereof" at the end of the proviso to Section 9.16(i) hereof.
(n) The Credit Agreement shall be amended to attach a revised Schedule 9.21
thereof in the form attached hereto as Exhibit E.
(o) Exhibit A to the Credit Agreement is hereby amended in its entirety to
read as set forth on Exhibit A hereto and Exhibit D hereto is added to the
Credit Agreement as Exhibit D thereto.
3. Representations and Warranties. Each of the Parent and the Company
represents and warrants as follows (which representations and warranties shall
survive the execution and delivery of this Amendment):
(a) Each of the Parent and the Company has taken all necessary action to
authorize the execution, delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by the Parent and
the Company and the acknowledgement attached hereto has been duly executed and
delivered by each Subsidiary. This Amendment and the Credit Agreement as amended
hereby constitute the legal, valid and binding obligation of the Parent and the
Company, enforceable against them in accordance with their respective terms,
subject to applicable bankruptcy, reorganization, insolvency, fraudulent
conveyance or transfer, moratorium and similar laws affecting the enforcement of
creditors' rights generally and by general equity principles.
9
(c) No consent or approval of any person, firm, corporation or entity, and
no consent, license, approval or authorization of any governmental authority is
or will be required in connection with the execution, delivery, performance,
validity or enforcement of this Amendment other than any such consent, approval,
license or authorization which has been obtained and remains in full force and
effect or where the failure to obtain such consent, approval, license or
authorization would not result in a Material Adverse Effect.
(d) After giving effect to this Amendment, each of the Company and the
Parent is in compliance with all of the various covenants and agreements set
forth in the Credit Agreement and each of the other Loan Documents.
(e) After giving effect to this Amendment, no event has occurred and is
continuing which constitutes a Default or an Event of Default.
(f) All representations and warranties contained in the Credit Agreement
and each of the other Loan Documents are true and correct in all material
respects as of the date hereof, except to the extent that any representation or
warranty relates to a specified date, in which case such are true and correct in
all material respects as of the specific date to which such representations and
warranties relate.
4. Effective Date. The amendments to the Credit Agreement contained herein
shall not become effective (the "Effective Date") until (i) this Amendment has
been duly executed and delivered by the Company, the Parent and each of the
Lenders; (ii) the acknowledgement attached hereto shall have been executed and
delivered by each of the Subsidiaries; (iii) the Parent and the Company shall
have delivered to the Agent for each of the Lenders new Revolving Notes
reflecting their new Revolving Commitments; (iv) solely with respect to
paragraphs 2(b), 2(c), 2(d), 2(e) and 2(f) hereof, such paragraphs shall be of
no force or effect until the Supplemental Equity Offering shall have been
consummated, or, if the Supplemental Equity Offering is not consummated or if
the Parent shall fail to receive gross proceeds from the Supplemental Equity
Offering equal to or excess of $15,000,000, Borrowers shall have increased the
New Senior Debentures and/or New Senior Notes offerings by an amount, such that
the gross proceeds of such increase in offering amounts, when added to the gross
proceeds from the Supplemental Equity Offering will equal or exceed $15,000,000;
and (v) Borrowers shall have paid to Agent for the benefit of the Lenders all
fees set forth in that certain commitment letter dated March 24, 1998 between
the Agent and the Borrowers.
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5. Expenses. The Company agrees to pay on demand all costs and expenses,
including reasonable attorneys' fees, of the Agent incurred in connection with
this Amendment.
6. Continued Effectiveness. The term "Agreement", "hereof", "herein" and
similar terms as used in the Credit Agreement, and references in the other Loan
Documents to the Credit Agreement, shall mean and refer to, from and after the
Effective Date, the Credit Agreement as amended by this Amendment. Each of the
Company and the Parent hereby agrees that all of the covenants and agreements
contained in the Credit Agreement and the Loan Documents are hereby ratified and
confirmed in all respects.
7. Gold Consignment Agreement. The Lenders hereby consent to the execution
and delivery by the Company of Amendment No. 6 and Limited Consent to the Gold
Consignment Agreement, such Amendment No. 6 and Limited Consent being
substantially in the form attached hereto as Exhibit C.
8. Supplemental Equity Offering. The Lenders hereby consent to the
Supplemental Equity Offering provided that the Parent shall have received gross
proceeds from the Supplemental Equity Offering in an amount not less than
$15,000,000, provided, that if the Parent shall fail to receive gross proceeds
in excess of $15,000,000 from such offering, Borrowers shall increase the amount
of New Senior Debentures and/or New Senior Notes offered by an amount, such that
the gross proceeds of such increased offering, when added to the gross proceeds
received from the Supplemental Equity Offering will equal or exceed $15,000,000.
9. Counterparts. This Amendment may be executed in counterparts, each of
which shall be an original, and all of which, taken together, shall constitute a
single instrument. Delivery of an executed counterpart of a signature page to
this Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment.
10. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York without giving effect to the
conflict of laws provisions thereof.
11
IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly
executed by their respective officers as of the date first written above.
FINLAY ENTERPRISES, INC.
By: /s/Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
FINLAY FINE JEWELRY CORPORATION
By: /s/Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
GENERAL ELECTRIC CAPITAL CORPORATION,
Individually and as Agent
By: /s/Xxxx Luck
------------------------------------
Name: Xxxx Luck
Title: Duly Authorized Signatory
FLEET PRECIOUS METALS INC.
By: /s/Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: AVP
By: /s/Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: SVP
12
THE CHASE MANHATTAN BANK
By: /s/Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By: /s/X.X. Xxxxx
----------------------------------
Name: X.X. Xxxxx
Title: Authorized Signatory
BANK LEUMI USA
By: /s/Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
By: /s/Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
ABN AMRO BANK, N.V.
By: /s/Xxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: VP
By: /s/Xxx Xxxxxxxxx
-----------------------------------
Name: Xxx Xxxxxxxxx
Title: VP
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Each of the Guarantors, by signing below, confirms in favor of the Agent and the
Lenders that it consents to the terms and conditions of the foregoing Amendment
No. 3 to the Amended and Restated Credit Agreement and agrees that it has no
defense, offset, claim, counterclaim or recoupment with respect to any of its
obligations or liabilities under its respective Guaranty and that all terms of
such Guaranty shall continue in full force and effect, subject to the terms
thereof.
FINLAY JEWELRY, INC.
By: /s/Xxxxx X. Xxxxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
and Chief Financial Officer
SONAB HOLDINGS, INC.
By: /s/Xxxxx X. Xxxxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
and Chief Financial Officer
SONAB INTERNATIONAL, INC.
By: /s/Xxxxx X. Xxxxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
and Chief Financial Officer
SOCIETE NOUVELLE D'ACHAT DE BIJOUTERIE - S.O.N.A.B.
By: /s/Xxxxx X. Xxxxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Attorney-in-Fact
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EXHIBIT A
---------
LENDERS, COMMITMENTS AND INITIAL EURODOLLAR OFFICES
Revolving
Lender and Initial Commitment
Eurodollar Office Amount %
----------------- ------ -
General Electric $91,666,667 33.333%
Capital
Corporation
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Fleet Precious Metals, Inc. $61,111,111 22.222%
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Xxxxxxx Xxxxx Credit Partners, L.P. $48,888,889 17.778%
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
The Chase Manhattan Bank $30,555,556 11.111%
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Bank Leumi USA $12,222,222 4.444%
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ABN AMRO Bank, N.V. $30,555,556 11.111%
(New York Branch)
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Revolving
Sublimit
Commitment1 %
----------- -
General Electric $8,333,333 33.333%
Capital
Corporation
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Fleet Precious Metals Inc. $5,555,556 22.222%
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Xxxxxxx Xxxxx Credit Partners L.P. $4,444,444 17.778%
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
The Chase Manhattan Bank $2,777,778 11.111%
000 Xxxx 00xx Xxxxxx
Xxxx Xxxxx XXX $1,111,111 4.444%
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ABN AMRO Bank, N.V. $2,777,778 11.111%
(New York Branch)
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
_________________________________
1As such amount may vary pursuant to the definition of Parent Revolving Credit
Facility Sublimit Commitment.
