EXHIBIT 4(d)
FIRST AMENDMENT TO REVOLVING LOAN AGREEMENT,
PROMISSORY NOTE AND OTHER LOAN DOCUMENTS
AGREEMENT, made this 23rd day of October 2003 between JACLYN,
INC.
("Borrower"), a corporation organized and
existing pursuant to the laws of the
State of Delaware, having an address at 635
59th Street, West New York, New
Jersey 07093 (hereinafter referred to as,
"Borrower") and HUDSON UNITED BANK, a
New Jersey corporation, (hereinafter
referred to as, "Bank"), located at 1000
MacArthur Boulevard, Mahwah, New Jersey
07430.
W I T N E S S E T H:
WHEREAS:
A.
Borrower entered into a revolving loan agreement with Bank on
December 23, 2002 (the "Loan Agreement")
and pursuant to such Loan Agreement,
Borrower executed and delivered to Bank its
promissory note in the original
principal amount of THIRTY-TWO MILLION AND
00/100 (32,000,000.00) DOLLARS dated
December 23, 2002 (the "Revolving
Note");
B.
Borrower has now requested that Bank increase the amount of
funds available under the Revolving Loan
from "THIRTY-TWO MILLION AND 00/100
(32,000,000.00) DOLLARS" to "FORTY MILLION
AND 00/100 (40,000,000.00) DOLLARS,"
extend the maturity date of the Revolving
Loan and Revolving Note from "December
1, 2004" to "December 1, 2005," increase
the amount of the direct debt sub-limit
under the Revolving Loan from
"$22,000,000.00" to "$25,000,000.00," increase the
over-advance limit from "$5,000,000.00" to
"$8,000,000.00" for the period July
31st through November 30th and make certain
other modifications and changes to
the Loan Agreement; and
C. Bank
has agreed to increase the amount of funds available
under the Revolving Loan from "THIRTY-TWO
MILLION AND 00/100 (32,000,000.00)
DOLLARS" to "FORTY MILLION AND 00/100
(40,000,000.00) DOLLARS," to extend the
maturity date of the Revolving Loan and
Revolving Note from "December 1, 2004"
to "December 1, 2005," to increase the
amount of the direct debt sub-limit under
the Revolving Loan from "$22,000,000.00" to
"$25,000,000.00," to increase the
over-advance limit from "$5,000,000.00" to
"$8,000,000.00" for the period July
31st through November 30th and to make
certain other modifications and changes
to the Loan Agreement strictly in
accordance with the terms and conditions of
this Agreement.
NOW THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the
receipt and sufficiency of which are
hereby acknowledged, the undersigned hereto
agree as follows:
1. In
connection with Bank's agreement to increase the
amount of funds available under the
Revolving Loan, Borrower has this date
executed and delivered to Bank its
promissory note in the original principal
amount of FORTY MILLION AND 00/100
(40,000,000.00) DOLLARS in the form attached
hereto as Schedule A (hereinafter, the
"Restated Secured Revolving Note") which
note shall replace and supersede, but shall
not be considered a repayment of,
the Revolving Note. Any and all interest
due and owing under the Revolving Note
and any further amounts evidenced by the
Revolving Note shall hereafter be
evidenced by the Restated Secured Revolving
Note and any unpaid interest under
the under the Revolving Note shall be
payable on the first payment date on the
Restated Secured Revolving Note.
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2.
Paragraph 1.47 of the Loan Agreement is amended to
read as follows:
"1.47. "Termination Date" shall mean the earlier of
December 1, 2005, or the date on which
Lender terminates this Agreement pursuant
to Section 12.1 of this Agreement."
3.
Paragraph 2.1 of the Loan Agreement is amended to
read as follows:
"2.1. Advances. Subject to the terms and conditions
of this Agreement including, without
limitation, the Maximum Facility and
relying upon the representations and
warranties set forth in this Agreement, for
so long as no Default or Event of Default
shall have occurred and shall be
continuing, Lender shall make Advances to
Borrower on its request, from time to
time during the term of this Agreement in
an amount ("Borrowing Capacity") not
to exceed at any one time outstanding the
lesser of:
(a)
TWENTY-FIVE MILLION and 00/100
(25,000,000.00) Dollars, or
(b) the sum of
(i) eighty-five (85) percent of
the face amount of Borrower's Eligible
Receivables, (ii) fifty (50) percent of
the Value of Borrower's Eligible Inventory,
and (iii) fifty (50) percent of the
outstanding face amount of Letters of
Credit issued under this Agreement, plus
in each case, for the period from July 31st
through November 30th only,
$8,000,000.00 provided an officer of
Borrower submits to Lender an Authenticated
Record within twenty (20) days of the end
of July, August, September, October
and November stating that sixty-five (65)
percent of the value of all Eligible
Inventory is subject to confirmed bona fide
purchase orders with unrelated third
parties. Value shall mean the lower of cost
or the fair market value of such
Inventory, as reflected on the books and
records of Borrower.
For the purpose of calculating the Borrowing Capacity under
Subsection 2.1(b), the face of all Letters
of Credit shall be deducted from such
sum. Within the limits of the Borrowing
Capacity, and subject to the limitations
set forth in this Agreement, Borrower may
borrow, repay and reborrow Advances."
4. The
undersigned Borrower and Guarantors acknowledge
and agree that the term "Obligation" or
"Obligations," as defined in the Loan
Agreement, shall include the Restated
Secured Revolving Note referred to in this
Agreement
5. Any
reference in any document executed and/or
delivered in connection with the Loan
Agreement to the "Agreement" or the "Loan
Agreement" shall mean the revolving loan
agreement dated December 23, 2002 as
amended by this Agreement. Any reference in
any document executed and/or
delivered in connection with the Loan
Agreement to the Revolving Note shall mean
the note attached hereto as Schedule A. All
of the provisions of the Restated
Secured Revolving Note, the Loan Agreement
or any other document executed or
delivered in connection with the Loan
Agreement (collectively, the "Loan
Documents") are amended so that such terms
shall be consistent with the
provisions of this Agreement.
Notwithstanding the foregoing, and to the extent
that there is any inconsistency between the
provisions of those agreements and
this Agreement, the provisions of this
Agreement shall govern.
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6.
Bank's agreement to increase the amount of funds
available under the Revolving Loan, to
extend the maturity date of the Revolving
Loan and Revolvin
