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EXHIBIT 4
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FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
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This Fifth Amendment to Revolving Credit Agreement (this
"Amendment")
is entered into at Columbus, Ohio, by and
between The Huntington National Bank,
as lender (the "Bank"), and R.G. Barry
Corporation, as borrower (the
"Borrower"), as of the 10th day of March,
2004, in order to amend the Revolving
Credit Agreement entered into by and among
the Bank and the Borrower as of the
27th day of December, 2002 (the "Credit
Agreement").
Whereas, the parties to this Amendment desire to amend certain of
the
provisions of the Credit Agreement, the
Credit Agreement is hereby amended as
follows:
1.
Subsections 1.1, 1.2 and 1.3 of the Credit Agreement are
hereby amended to recite in their entirety
as follows:
SECTION 1.
COMMITMENT.
1.1. Basic Commitment Terms. The Borrower has applied
to the Bank for revolving credit loans up to an aggregate
principal amount of $32,000,000, the proceeds of which are to
be used by the Borrower for general corporate purposes,
including, without limitation, seasonal financing of inventory
and accounts receivable. The Bank is willing to make such
loans to the Borrower upon the terms and subject to the
conditions hereinafter set forth up to a maximum aggregate
principal amount not in excess of $32,000,000 (said amount
being hereinafter called the "Commitment" of the Bank).
Notwithstanding anything to the contrary contained in any Note
evidencing the Loan, the principal amount advanced by the Bank
pursuant to the Note held by the Bank shall not exceed the
amount of the Bank's Commitment.
1.2. Commitment Limitations. Notwithstanding the
foregoing, during the following periods in each year occurring
during the term of this Agreement, the aggregate Commitment of
the Bank shall be in an amount equal to the lesser of the
following amounts or the amount to which the Commitment has
been reduced pursuant to Section 4.6 hereof:
Period
Commitment
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From 1/1 through 1/31
$ 9,000,000
From 2/1 through 2/29
$12,000,000
From 3/1 through 3/31
$13,800,000
From 4/1 through 4/30
$12,000,000
From 5/1 through 10/31
$32,000,000
From 11/1
through 12/31
$27,000,000
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1.3 Borrowing Base. Notwithstanding the foregoing
provisions of Sections 1.1 and 1.2, the aggregate principal
balance of the Loans at any time outstanding shall not exceed
the lesser of (a) the Commitment of the Bank, reduced as
provided in Section 1.2 and (b) the Borrowing Base (as
hereinafter defined). As used herein, "Borrowing Base" shall
mean the sum of (i) 80% of the Company's Eligible Accounts
plus (ii) 40% of Eligible Inventory, minus (iii) $2,100,000.
2. A
new Section 3.19 is hereby added to the Credit Agreement, is
hereby amended to recite in its entirety as
follows:
3.19 Eligible Inventory means that portion of the
Borrower's inventory, including finished goods and raw
materials related to its principal product lines, subject to
no Liens, and that the Bank determines in its sole discretion
from time to time, based on credit policies, market
conditions, the Borrower's business and other matters, is
eligible for use in calculating the Borrowing Base. For
purposes of determining the Borrowing Base, Eligible Inventory
shall not include tooling, work in process, slow moving,
obsolete or discontinued inventory, supply items, packaging,
or the freight portion of raw materials, inventory in the
control of a third Person for processing or storage, consigned
inventory or inventory in transit, or any inventory located
outside of the territorial limits of the United States of
America. All inventory shall be valued at the lesser of cost
(on a FIFO basis) or market.
3.
Section 5 of the Credit Agreement is hereby amended to recite
in its entirety as follows:
SECTION 5. SECURITY.
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As security for the Loan, the Borrower shall grant to
the Bank a first security interest in all its accounts,
inventory, equipment, fixtures and other personal property of
every kind and description, whether now owned or hereafter
acquired or created by the Borrower, a mortgage lien against
its real property located at 13405 Yarmouth Road, N.W.,
Pickerington, Ohio 43147 (the "Mortgage") and an assignment of
and lien upon a life insurance policy issued by Pacific Life
Insurance Company, owned by the Borrower, insuring the life of
Gordon B. Zacks as the named insured, in the face amount of
$5,000,000 (the "Life Insurance"). At the request of the Bank,
the Borrower shall authorize and cause to be executed a
security agreement (the "Security Agreement"), a mortgage deed
(the "Mortgage") and any and all other
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documents that the Bank shall require in order to effect the
foregoing, including all documents necessary to effect the
assignment of and perfection of the lien upon the Life
Insurance (the "Life Insurance Security Documents'). The
Borrower will deliver the Mortgage to the Bank no later than
January 27, 2004. The Borrower will also deliver to the Bank
not later than that date such agreements and documents as may
be requir
