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Exhibit 10.01
FOURTH AMENDMENT TO REVOLVING LOAN
AGREEMENT,
PROMISSORY NOTE AND OTHER LOAN DOCUMENTS
THIS AGREEMENT made this 20th day of December 2007
(this “Agreement”) between JACLYN, INC.
(“Borrower”), a corporation organized and existing
pursuant to the laws of the State of Delaware, having an address at
197 W. Spring Valley Avenue, Maywood, New Jersey 07607-1730
(hereinafter referred to as, "Borrower") and TD BANKNORTH, N.A.,
successor by merger to HUDSON UNITED BANK (hereinafter referred to
as, "Lender") located at 1000 MacArthur Boulevard, Mahwah, New
Jersey 07430.
A. Borrower
entered into a revolving loan agreement with Hudson United Bank
(Hudson) on December 23, 2002 and pursuant to such revolving loan
agreement, Borrower executed and delivered to Hudson 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
subsequently requested that Hudson 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 terms and conditions of the
aforementioned revolving loan agreement;
C. Hudson 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 terms and conditions of the aforementioned
revolving loan agreement strictly in accordance with the terms and
conditions of a first amendment to revolving loan agreement,
promissory note and other loan documents dated October 23, 2003
(the revolving loan agreement dated December 23, 2002 as amended by
the first amendment to revolving loan agreement,
promissory note and other loan documents dated
October 23, 2003 are hereinafter collectively referred to as, the
“Loan Agreement”);
D. In
connection with the first amendment, Borrower executed and
delivered to Hudson its promissory note dated October 23, 2003 in
the original principal amount of $40,000,000.00 (the
“Restated Secured Revolving Note”);
E. Borrower
again requested that Hudson continue to provide financing under the
Revolving Loan, extend the maturity date of the Revolving Loan and
Restated Secured Revolving Note from "December 1, 2005" to
"December 1, 2007," modify the interest rate on Advances and
otherwise modify the terms and conditions of the aforementioned
revolving loan agreement;
F. Hudson agreed
to continue to provide financing under the Revolving Loan, to
extend the maturity date of the Revolving Loan and Restated Secured
Revolving Note from "December 1, 2005" to "December 1, 2007," to
modify the interest rate on Advances and to otherwise modify the
terms and conditions of the aforementioned revolving loan agreement
in accordance with the terms and conditions of a second amendment
to revolving loan agreement, promissory note and other loan
documents dated May 5, 2005;
G. Borrower
subsequently requested that Lender increase the amount of funds
available under the Revolving Loan from "FORTY MILLION AND 00/100
(40,000,000.00) DOLLARS" to "FIFTY MILLION AND 00/100
(50,000,000.00) DOLLARS," extend the maturity date of the Revolving
Loan and Restated Revolving Note from "December 1, 2007" to
"December 1, 2008," increase the amount of the direct debt
sub-limit under the Revolving Loan from "$25,000,000.00" to
"$30,000,000.00," increase the over-advance limit from
"$8,000,000.00" to "$12,000,000.00" for the period June 30th
through October 31 st , release Investments (JLN) Ltd.
and Josell Global Sourcing Ltd. (which are no longer in existence)
from their respective guaranties of the obligations of Borrower to
Lender and to make certain other modifications and changes to the
terms and conditions of the aforementioned revolving loan
agreement;
H. Lender agreed
to increase the amount of funds available under the Revolving Loan
from "FORTY MILLION AND 00/100 (40,000,000.00) DOLLARS" to "FIFTY
MILLION AND 00/100 (50,000,000.00) DOLLARS," to extend the maturity
date of the Revolving Loan and Restated Revolving Note from
"December 1, 2007" to "December 1, 2008," to increase the amount of
the direct debt sub-limit under the Revolving Loan from
"$25,000,000.00" to "$30,000,000.00," to increase the over-advance
limit from "$8,000,000.00" to "$12,000,000.00" for the period June
30th through October 31 st , to release Investments
(JLN) Ltd. and Josell Global Sourcing Ltd. from their respective
guaranties of the obligations of Borrower to Lender and to make
certain other modifications and changes to the terms and conditions
of the aforementioned revolving loan agreement in accordance with
the terms and conditions of a third amendment to revolving loan
agreement, promissory note and other loan documents dated December
22, 2006 (the revolving loan agreement dated December 23, 2002 as
amended by the first amendment to revolving loan agreement,
promissory note and other loan documents dated October 23, 2003,
the second amendment to revolving loan agreement, promissory note
and
other loan documents dated May 5, 2005 and the third
amendment to revolving loan agreement, promissory note and other
loan documents dated December 22, 2006 are hereinafter collectively
referred to as, the “Loan Agreement”);
I. &
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